UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment to the Articles of Incorporation
On November 30, 2023, at the 2023 annual meeting of shareholders (the “Shareholder Meeting”) of Dawson Geophysical Company (the “Company”), the Company’s shareholders approved an amendment to the Restated Articles of Incorporation, as amended (the “Charter Amendment”), which (i) removes Section 7(6)(f) requiring a supermajority vote for business combinations; and (ii) permits shareholders to take non-unanimous action by written consent. The Charter Amendment became effective upon filing with the Secretary of State of Texas on December 1, 2023.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to the Bylaws
Effective as of December 1, 2023, in connection with the Charter Amendment as approved by the Company’s shareholders at the Shareholder Meeting, the Board of Directors of the Company approved the Second Amended and Restated Bylaws of the Company, which amend the Bylaws to (i) remove Section 2.10 requiring a supermajority vote for business combinations and (ii) permit shareholders to take non-unanimous action by written consent.
The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of the Company was held on November 30, 2023. 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.
| Number of Shares | ||||||||
| Director Name | For | Withheld | ||||||
| Matthew Wilks | 25,255,203 | 559,234 | ||||||
| Bruce Bradley | 25,538,587 | 275,850 | ||||||
| Albert Conly | 25,548,161 | 266,276 | ||||||
| Jose Carlos Fernandes | 25,537,694 | 276,743 | ||||||
| Sergei Krylov | 25,234,360 | 580,077 | ||||||
2. Proposal to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations.
| Number of Shares | ||||
| For | 24,997,045 | |||
| Against | 816,020 | |||
| Abstain | 1,372 | |||
3. Proposal to amend the Charter to permit shareholders to take non-unanimous action by written consent.
| Number of Shares | ||||
| For | 25,001,299 | |||
| Against | 811,466 | |||
| Abstain | 1,672 | |||
4. 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, 2023.
| Number of Shares | ||||
| For | 27,116,641 | |||
| Against | 226,245 | |||
| Abstain | 46,178 | |||
5. Proposal to approve, on an advisory basis, the executive compensation of the named executive officers.
| Number of Shares | ||||
| For | 25,532,817 | |||
| Against | 242,207 | |||
| Abstain | 39,413 | |||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT
NUMBER | DESCRIPTION | |||
| 3.1 | — | Certificate of Amendment to the Amended and Restated Articles of Incorporation of Dawson Geophysical Company, dated December 1, 2023. | ||
| 3.2 | — | Second Amended and Restated Bylaws of Dawson Geophysical Company, dated December 1, 2023. | ||
| 104 | — | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 1, 2023 | By: | /s/ Anthony Clark | |
| Anthony Clark | |||
| President and Chief Executive Officer | |||