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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): June 18, 2024

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

 

texas

001-32472

74-2095844

(State of incorporation
or organization)

(Commission file number)

(I.R.S. employer identification number)

  

508 West Wall, Suite 800

Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

 

(432) 684-3000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Common Stock, $0.01 par value

 

DWSN

 

The NASDAQ Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

Dawson Geophysical Company (the “Company”) held its Annual Meeting of Stockholders on June 18, 2024 (the “Annual Meeting”). A total of 27,411,727 shares of common stock, representing approximately 89% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2025 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominees

For

Withheld

Broker Non-Votes

Matthew Wilks

23,289,016

399,173

3,723,538

Bruce Bradley

23,591,477

96,712

3,723,538

Albert Conly

23,593,981

94,208

3,723,538

Jose Carlos Fernandes

23,591,327

96,862

3,723,538

Sergei Krylov

23,217,849

470,340

3,723,538

Proposal 2: The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the Company’s stockholders by the votes set forth in the table below:

For

Against

Abstentions

Broker Non-Votes

27,308,767

74,088

28,872

-

Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of our named executive officers for the 2023 fiscal year was approved by the Company’s stockholders by the votes set forth in the table below:

For

Against

Abstentions

Broker Non-Votes

2,548,909

135,087

4,193

3,723,538

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

DAWSON GEOPHYSICAL COMPANY

 

 

 

 

Date: June 24, 2024

By:

/s/ Ian Shaw

 

 

Ian Shaw

 

 

Chief Financial Officer