DAWSON GEOPHYSICAL COMPANY

DAWSON GEOPHYSICAL COMPANY_June 17, 2025

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 17, 2025

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.

Dawson Geophysical Company (the “Company”) held its Annual Meeting of Stockholders on June 17, 2025 (the “Annual Meeting”). A total of 27,698,961 shares of common stock, representing approximately 89% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:


Nominees	For	Withheld	Broker Non-Votes
Matthew Wilks	25,584,662	393,771	1,720,528
Bruce Bradley	25,930,249	48,184	1,720,528
Albert Conly	25,930,529	47,904	1,720,528
Jose Carlos Fernandes	25,930,434	47,999	1,720,528
Sergei Krylov	25,551,475	426,958	1,720,528

Proposal 2: The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the Company’s stockholders by the votes set forth in the table below:


For	Against	Abstentions	Broker Non-Votes
25,399,841	2,235,602	63,518	-

Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of our named executive officers for the 2024 fiscal year was approved by the Company’s stockholders by the votes set forth in the table below:


For	Against	Abstentions	Broker Non-Votes
23,655,236	2,314,751	8,446	1,720,528

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 20, 2025	By:	/s/ Ian Shaw
		Ian Shaw
		Chief Financial Officer

Dawson Geophysical Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders