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): January 24, 2014 (January 21, 2014)
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):
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting of Shareholders was held on January 21, 2014.
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.
| Director Name | Number of Shares | |||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||
| Craig W. Cooper |
5,195,728 | 725,847 | 1,377,714 | |||||||||
| Gary M. Hoover |
5,188,130 | 733,445 | 1,377,714 | |||||||||
| Stephen C. Jumper |
5,187,211 | 734,364 | 1,377,714 | |||||||||
| Ted R. North |
5,195,045 | 726,530 | 1,377,714 | |||||||||
| Tim C. Thompson |
5,183,436 | 738,139 | 1,377,714 | |||||||||
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014.
| Number of Shares | ||||
| For |
6,147,836 | |||
| Against |
33,853 | |||
| Abstain |
831,748 | |||
3. To approve, on an advisory basis, the executive compensation of the named executive officers.
| Number of Shares | ||||
| For |
4,897,952 | |||
| Against |
634,048 | |||
| Abstain |
103,723 | |||
| Broker Non-Votes |
1,377,714 | |||
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 24, 2014 | By: | /s/ Christina W. Hagan | ||
| Christina W. Hagan | ||||
| Executive Vice President, Secretary and | ||||
| Chief Financial Officer | ||||
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