Form 8-K

DAWSON GEOPHYSICAL COMPANY

Date: January 27, 2012

/s/ Christina W. Hagan

Christina W. Hagan

Executive Vice President, Secretary and Chief Financial Officer

0001193125-12-027365.txt : 20120127 0001193125-12-027365.hdr.sgml : 20120127 20120127171402 ACCESSION NUMBER: 0001193125-12-027365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120124 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON GEOPHYSICAL CO CENTRAL INDEX KEY: 0000351231 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 750970548 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34404 FILM NUMBER: 12552671 BUSINESS ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156843000 MAIL ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 8-K 1 d291189d8k.htm FORM 8-K 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

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.

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.