UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): January 21, 2011 (January 18, 2011)
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
| TEXAS | 001-34404 | 75-0970548 | ||
| (State of incorporation or organization) |
(Commission file number) | (I.R.S. employer identification number) |
| 508 W. WALL, SUITE 800 MIDLAND, TEXAS |
79701 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (432) 684-3000
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 18, 2011, the Board of Directors (the “Board”) of Dawson Geophysical Company
(the “Company”), on the recommendation of the Compenation Committee, approved a salary increase for
the following named executive officers, Stephen C. Jumper, C. Ray Tobias, Christina W. Hagan and K.
S. Forsdick, as well as certain other officer and employees. The increase for each such named
executive officer represents a 10% increase from such officer’s previous salary (as set forth in
the Company’s recent proxy statement) and is retroactive to January 1, 2011. Half of the increase
in salary will be deferred and payable only in December 2011.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on January 18, 2011.
The following proposals were adopted by the margins indicated:
1. To elect a Board of Directors to hold office until the next annual meeting of shareholders and until their successors are elected and qualified.
| Number of Shares | ||||||||||||
| Broker | ||||||||||||
| Director Name | For | Withheld | Non-Votes | |||||||||
Paul H. Brown |
4,812,700 | 607,824 | 1,712,927 | |||||||||
Craig W. Cooper |
5,228,934 | 191,590 | 1,712,927 | |||||||||
L. Decker Dawson |
4,887,580 | 532,944 | 1,712,927 | |||||||||
Gary M. Hoover |
5,140,968 | 279,556 | 1,712,927 | |||||||||
Stephen C. Jumper |
5,098,354 | 322,170 | 1,712,927 | |||||||||
Jack D. Ladd |
5,229,057 | 191,467 | 1,712,927 | |||||||||
Ted R. North |
5,229,585 | 190,939 | 1,712,927 | |||||||||
Tim C. Thompson |
5,000,867 | 419,657 | 1,712,927 | |||||||||
2. To ratify the appointment of KPMG LLP as the Company’s independent registered
public accounting firm for the fiscal year ending September 30, 2011.
For |
6,224,735 | |||
Against |
234,032 | |||
Abstain |
638,684 |
Item 8.01. Other Events.
On January 18, 2011, the Board approved new assignments to the Company’s Audit, Compensation and
Nominating Committees which are effective immediately. The newly constituted Committee members are
set forth below (the chairman of each Committee is listed first):
| Audit Committee | Compensation Committee | Nominating Committee | ||
Ted North
|
Gary Hoover | Tim Thompson | ||
| Gary Hoover | Paul Brown | Paul Brown | ||
| Jack Ladd | Craig Cooper | Ted North |
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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: January 21, 2011 | By: | /s/ Christina W. Hagan | ||
| Christina W. Hagan | ||||
| Executive Vice President, Secretary and Chief Financial Officer | ||||
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