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): April 30, 2019

 

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):

 

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))

 

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 o

 

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. o

 

 

 


 

Item 2.02.                                         Results of Operations and Financial Condition.

 

On May 1, 2019, Dawson Geophysical Company (the “Company”) issued a press release reporting its preliminary and unaudited financial results for the quarter ended March 31, 2019, the Company’s first quarter of 2019.

 

The Company hereby incorporates by reference into this Item 2.02 the information set forth in such press release, a copy of which is furnished as Exhibit 99.1 to this Current Report.  Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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

 

The Annual Meeting of Shareholders of the Company was held on April 30, 2019.  The following proposals were adopted by the margins indicated:

 

1.                                       Proposal 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

 

William J. Barrett

 

14,049,726

 

1,319,225

 

5,072,175

 

Craig W. Cooper

 

10,345,722

 

5,023,229

 

5,072,175

 

Gary M. Hoover, Ph.D.

 

14,068,360

 

1,300,591

 

5,072,175

 

Stephen C. Jumper

 

14,067,324

 

1,301,627

 

5,072,175

 

Michael L. Klofas

 

12,032,286

 

3,336,665

 

5,072,175

 

Ted R. North

 

14,062,071

 

1,306,880

 

5,072,175

 

Mark A. Vander Ploeg

 

12,355,654

 

3,013,297

 

5,072,175

 

Wayne A. Whitener

 

13,906,604

 

1,462,347

 

5,072,175

 

 

2.                                       Proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

 

 

Number of Shares

 

For

 

18,826,166

 

Against

 

48,779

 

Abstain

 

1,566,181

 

 

2


 

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

 

 

 

Number of Shares

 

For

 

10,333,825

 

Against

 

4,004,471

 

Abstain

 

1,030,655

 

Broker Non-Votes

 

5,072,175

 

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(d)                                  Exhibits .

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

 

EXHIBIT
NUMBER

 

 

 

DESCRIPTION

99.1

 

 

Press release, dated May 1, 2019.

 

3


 

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: May 1, 2019

By:

/s/ James K. Brata

 

 

James K. Brata

 

 

Executive Vice President, Chief Financial Officer, Secretary and Treasurer

 

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