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): June 2, 2015
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)
(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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Dawson Geophysical Company (the “Company”) was held on June 2, 2015. 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 | | Broker
Non-Votes | |
William J. Barrett | | 14,609,722 | | 683,622 | | 3,807,666 | |
Craig W. Cooper | | 14,678,750 | | 614,594 | | 3,807,666 | |
Gary M. Hoover, Ph.D. | | 14,705,927 | | 587,417 | | 3,807,666 | |
Stephen C. Jumper | | 14,504,029 | | 789,315 | | 3,807,666 | |
Allen T. McInnes, Ph.D. | | 10,466,088 | | 4,827,256 | | 3,807,666 | |
Ted R. North | | 14,705,686 | | 587,658 | | 3,807,666 | |
Mark A. Vander Ploeg | | 14,683,580 | | 609,764 | | 3,807,666 | |
Wayne A. Whitener | | 14,453,141 | | 840,203 | | 3,807,666 | |
2. Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
| | Number of Shares | |
For | | 15,785,222 | |
Against | | 97,177 | |
Abstain | | 3,218,611 | |
3. Proposal to approve, on an advisory basis, the executive compensation of the named executive officers.
| | Number of Shares | |
For | | 11,181,125 | |
Against | | 3,636,931 | |
Abstain | | 475,288 | |
Broker Non-Votes | | 3,807,666 | |
Item 8.01. Other Events.
As previously disclosed, on February 11, 2015, the Company, which was formerly known as TGC Industries, Inc. (“Legacy TGC”), completed its previously announced business combination with Dawson Operating
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Company, which was formerly known as Dawson Geophysical Company (“Legacy Dawson”), pursuant to which a wholly-owned subsidiary of Legacy TGC merged with and into Legacy Dawson, with Legacy Dawson continuing after the merger as the surviving entity and a wholly-owned subsidiary of Legacy TGC (the “Merger”). At the effective time of the Merger, without any action on the part of any shareholder, each issued and outstanding share of Legacy Dawson’s common stock, par value $0.331/3 per share, including shares underlying Legacy Dawson’s outstanding equity awards, was converted into the right to receive 1.760 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), after giving effect to a 1-for-3 reverse stock split of the issued and outstanding Common Stock which occurred immediately prior to the Merger (the “Reverse Stock Split”). In connection with the Merger, Legacy Dawson changed its name to “Dawson Operating Company” and Legacy TGC changed its name to “Dawson Geophysical Company” (the “Name Change”).
Following the Merger, the Company has continued to maintain Legacy TGC’s 2006 Stock Awards Plan (the “Plan”), which provides for the granting of stock options, Common Stock and restricted stock, and authorizes the issuance of 1,000,000 shares of Common Stock as adjusted for the Reverse Stock Split effective February 11, 2015. On June 4, 2015, the Company amended and restated the Plan to reflect the Name Change and the Reverse Stock Split and make other technical amendments. A copy of the Amended and Restated 2006 Stock Awards Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER | | | | DESCRIPTION |
10.1 | | — | | Amended and Restated 2006 Stock Awards Plan. |
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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: June 5, 2015 | By: | /s/ Christina W. Hagan |
| | Christina W. Hagan |
| | Executive Vice President, Secretary and |
| | Chief Accounting Officer |
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INDEX TO EXHIBITS
EXHIBIT
NUMBER | | | | DESCRIPTION |
10.1 | | — | | Amended and Restated 2006 Stock Awards Plan. |
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