Current Report Filing (8-k)
16 März 2022 - 10:01PM
Edgar (US Regulatory)
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2022-03-15
2022-03-15
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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): March 15, 2022
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):
¨
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))
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value |
|
DWSN |
|
The NASDAQ Stock Market |
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 ¨
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 15, 2022, Dawson Geophysical Company
(“Dawson”) held a virtual special meeting of its stockholders (the “Special Meeting”). At the Special Meeting,
Dawson’s stockholders voted on proposals to (i) approve and adopt the terms of the Agreement and Plan of Merger dated as of
October 25, 2021 (as amended from time to time, the “Merger Agreement”), by and among Dawson, Wilks Brothers, LLC (“Wilks”)
and WB Acquisitions Inc. (“Merger Sub”) pursuant to which Merger Sub will merge with and into Dawson, with Dawson surviving
as a subsidiary of Wilks (the “Merger”), (ii) approve through a non-binding advisory vote certain compensation that will
or may be paid by Dawson to its named executive officers that is based on or otherwise relates to the Merger (the “Compensation
Proposal”) and (iii) adjourn the Special Meeting from time to time, if necessary or appropriate as determined in the discretion
of the board of directors of Dawson (the “Board of Directors”) or the Chairman of the Board of Dawson, to solicit additional
proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Prior to the Special Meeting, Dawson delivered
a definitive proxy statement (the “Proxy Statement”) to its stockholders describing and providing information relating to
the Special Meeting, the Merger, the Compensation Proposal and the Adjournment Proposal. The Proxy Statement was filed by Dawson with
the U.S. Securities and Exchange Commission on February 22, 2022.
As disclosed in the Proxy Statement, as of the
close of business on February 2, 2022, the record date for the Special Meeting, there were 23,692,379 shares of Dawson’s common
stock, $0.01 par value per share (“common stock”), outstanding and entitled to vote at the Special Meeting. At the Special
Meeting, 20,959,025 shares of common stock were represented in person or by proxy, which constituted a quorum to conduct business at the
Special Meeting. The following summarizes the final voting results for the Special Meeting proposals, each of which is more fully described
in the Proxy Statement:
1. Merger.
Dawson’s stockholders did not approve the Merger. The voting results were as follows:
VOTES FOR | | |
VOTES AGAINST | | |
VOTES ABSTAINED | |
| 18,175,963 | | |
| 2,780,196 | | |
| 2,866 | |
2. Compensation
Proposal. Dawson’s stockholders approved the Compensation Proposal. The voting results were as follows:
VOTES FOR | | |
VOTES AGAINST | | |
VOTES ABSTAINED | |
| 18,127,058 | | |
| 2,822,494 | | |
| 9,473 | |
3. Adjournment
Proposal. Dawson’s stockholders approved the Adjournment Proposal. The voting results were as follows:
VOTES FOR | | |
VOTES AGAINST | | |
VOTES ABSTAINED | |
| 18,167,356 | | |
| 2,781,583 | | |
| 10,086 | |
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: March 16, 2022 |
By: |
/s/ Stephen C. Jumper |
|
|
Stephen C. Jumper |
|
|
President and Chief Executive Officer |
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