Form 8-K

 

 

 

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 27, 2012 (January 24, 2012)

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2012, the Board of Directors of the Company (the “Board”), on the recommendation of the Compensation Committee, approved a deferral of a portion of the fiscal 2012 salary of Stephen C. Jumper, Christina W. Hagan, C. Ray Tobias and K. S. Forsdick. The amount of deferred fiscal 2012 salary for these named executive officers is the same as the amount of fiscal 2011 salary deferred as shown in the Company’s 2012 proxy statement. The deferred portion will be paid in December of 2012.

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

The Company’s Annual Meeting of Shareholders was held on January 24, 2012.

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  
Director Name    For      Withheld      Broker
Non-Votes
 

Paul H. Brown

     5,193,902         415,098         1,608,324   

Craig W. Cooper

     5,325,134         283,866         1,608,324   

L. Decker Dawson

     4,919,850         689,150         1,608,324   

Gary M. Hoover

     5,293,395         315,605         1,608,324   

Stephen C. Jumper

     5,201,317         407,683         1,608,324   

Jack D. Ladd

     5,297,829         311,171         1,608,324   

Ted R. North

     5,293,812         315,188         1,608,324   

Tim C. Thompson

     4,941,534         667,466         1,608,324   

2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.

 

     Number of Shares  

For

     5,902,123   

Against

     690,182   

Abstain

     625,019   

 

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3. To approve, on an advisory basis, the executive compensation of the named executive officers.

 

     Number of Shares  

For

     5,396,333   

Against

     95,047   

Abstain

     117,620   

Broker Non-Votes

     1,608,324   

4. To recommend, on an advisory basis, the frequency with which shareholders participate in an advisory vote on executive compensation.

 

     Number of Shares  

Every 1 Year

     3,532,936   

Every 2 Years

     420,319   

Every 3 Years

     1,541,294   

Abstain

     114,451   

The Company’s shareholders voted, on an advisory basis, for “Every 1 Year” as their preferred frequency of conducting future advisory votes on executive compensation. The Board has considered the voting results of this advisory vote and other factors, and the Board has determined that future advisory votes on executive compensation will be held on an annual basis until the next required shareholder advisory vote on the frequency of such votes or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.

 

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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 27, 2012     By:   /s/ Christina W. Hagan
      Christina W. Hagan
      Executive Vice President, Secretary and Chief Financial Officer

 

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