def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20529
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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DAWSON GEOPHYSICAL COMPANY
(Name of Registrant as Specified In Its Charter)
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DAWSON
GEOPHYSICAL COMPANY
508 West Wall,
Suite 800
Midland, TX 79701
432-684-3000
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held January 18,
2011
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the
Stockholders of Dawson Geophysical Company will be held at the
Petroleum Club of Midland, 501 West Wall, Midland, Texas
79701 at 10:00 a.m. on January 18, 2011 for the
following purposes:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to ratify the
appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
September 30, 2011; and
3. Considering all other matters as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
November 19, 2010, as the record date for the determination
of stockholders entitled to notice of and to vote at the meeting
and at any adjournment or adjournments thereof.
DATED this 10th day of December, 2010.
BY ORDER OF THE BOARD OF DIRECTORS
Christina W. Hagan,
Secretary
IMPORTANT
To be sure your shares are represented at the Annual Meeting
of Stockholders, please vote (1) by calling the toll-free
number
(800) 690-6903
and following the prompts; (2) by Internet at
http://www.proxyvote.com;
or (3) by completing, dating, signing and returning your
Proxy Card in the enclosed postage-paid envelope as soon as
possible. Any stockholder granting a proxy may revoke the same
at any time prior to its exercise by executing a subsequent
proxy or by written notice to the Secretary of the Company or by
attending the meeting and by withdrawing the proxy. You may vote
in person at the Annual Meeting of Stockholders even if you send
in your Proxy Card, vote by telephone or vote by Internet. The
ballot you submit at the meeting will supersede any prior
vote.
TABLE OF
CONTENTS
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Dawson
Geophysical Company
508 West Wall,
Suite 800
Midland, Texas 79701
PROXY
STATEMENT ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday,
January 18, 2011
SOLICITATION
OF PROXY
The accompanying proxy is solicited on behalf of the Board of
Directors of Dawson Geophysical Company (the Company
or we) for use at our Annual Meeting of Stockholders
to be held on Tuesday, January 18, 2011 at 10:00 a.m.
at the Petroleum Club of Midland, 501 West Wall, Midland,
Texas 79701, and at any adjournment or adjournments thereof. In
addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegraph by officers,
directors and other employees of the Company, who will not
receive additional compensation for such services. We may also
request brokerage houses, nominees, custodians and fiduciaries
to forward the soliciting material to the beneficial owners of
stock held of record and will reimburse such persons for
forwarding such material. We will bear the cost of this
solicitation of proxies. Such costs are expected to be nominal.
Proxy solicitation will commence with the mailing of this Proxy
Statement on or about December 10, 2010.
Any stockholder giving a proxy has the power to revoke the same
at any time prior to its exercise by executing a subsequent
proxy or by written notice to our Secretary or by attending the
meeting and withdrawing the proxy.
PURPOSE
OF MEETING
As stated in the Notice of Annual Meeting of Stockholders
accompanying this Proxy Statement, the business to be conducted
and the matters to be considered and acted upon at the Annual
Meeting are as follows:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to ratify the
appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
September 30, 2011; and
3. Considering all other matters as may properly come
before the meeting.
VOTING
RIGHTS
Right to
Vote and Record Date
Our voting securities consist solely of common stock, par value
$0.331/3
per share (Common Stock).
The record date for stockholders entitled to notice of and to
vote at the meeting was the close of business on
November 19, 2010, at which time there were
7,902,106 shares of Common Stock entitled to vote at the
meeting. Stockholders are entitled to one vote, in person or by
proxy, for each share of Common Stock held in their name on the
record date.
Quorum
Stockholders representing a majority of the Common Stock
outstanding and entitled to vote must be present or represented
by proxy to constitute a quorum.
Voting at
the Annual Meeting
If your shares of Common Stock are registered directly with
Mellon Investor Services, you are a record holder
and may vote in person at the meeting. If you hold your shares
through a broker, bank or other nominee, your shares are held in
street name and you are the beneficial
holder. If you hold your shares in street name, in order
to vote in person at the meeting, you must obtain a proxy from
your broker, bank or other nominee.
Voting by
Proxy
Whether or not you are able to attend the meeting, we urge you
to vote by proxy.
Vote
Required
All proposals other than election of directors will require the
affirmative vote of a majority of the Common Stock present or
represented by proxy at the meeting and entitled to vote
thereon. Directors are elected by a plurality of votes cast.
This means that the director nominees with the most votes are
elected, regardless of whether any nominee receives a majority
of votes cast.
With regard to the election of directors, votes may be cast in
favor of or withheld from each nominee. Votes that are withheld
will be excluded entirely from the vote and will have no effect.
Broker non-votes and other limited proxies will have no effect
on the outcome of the election of directors. Cumulative voting
for election of directors is not authorized.
With regard to the proposal to ratify the appointment of KPMG
LLP as our independent registered public accounting firm for the
fiscal year ending September 30, 2011, an abstention will
have the same effect as a vote against the proposal. Broker
non-votes and other limited proxies will have no effect on the
outcome of the vote with respect to such proposal.
Abstentions
and Broker Non-Votes
Abstentions and broker non-votes (shares held by brokers or
nominees as to which they have no discretionary power to vote on
a particular matter and have received no instructions from the
beneficial owners of such shares or persons entitled to vote on
the matter) will be counted for the purpose of determining
whether a quorum is present. For purposes of determining the
outcome of any matter to be voted upon as to which the broker
has indicated on the proxy that the broker does not have
discretionary authority to vote, these shares will be treated as
not present at the meeting and will not be entitled to vote with
respect to that matter, even though those shares are considered
to be present at the meeting for quorum purposes and may be
entitled to vote on other matters. Brokers and nominees do not
have discretionary authority to vote with respect to the
election of directors. Abstentions, on the other hand, are
considered to be present at the meeting and entitled to vote on
the matter from which the stockholder abstained.
If the enclosed Proxy is properly executed and returned prior to
the Annual Meeting, the shares represented thereby will be voted
as specified therein. IF A STOCKHOLDER DOES NOT SPECIFY
OTHERWISE ON THE RETURNED PROXY, THE SHARES REPRESENTED BY
THE STOCKHOLDERS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES LISTED BELOW UNDER PROPOSAL 1: ELECTION
OF DIRECTORS, FOR THE APPOINTMENT OF KPMG LLP AND ON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENTS THEREOF.
Important
Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on January 18,
2011
This Proxy Statement and our 2010 Annual Report on
Form 10-K
are available at: www.dawson3d.com by selecting Investor
Relations and 2010 Proxy Statement or
Investor Relations and 2010 Annual
Report.
2
PROPOSAL 1:
ELECTION
OF DIRECTORS
At the Annual Meeting to be held on January 18, 2011, eight
persons are to be elected to serve on our Board of Directors for
a term of one year and until their successors are duly elected
and qualified. All of the nominees have announced that they are
available for election to the Board of Directors. Our nominees
for the eight directorships are:
Paul H.
Brown
Craig W. Cooper
L. Decker Dawson
Gary M. Hoover, Ph.D
Stephen C. Jumper
Jack D. Ladd
Ted R. North
Tim C. Thompson
For information about each nominee, see Directors,
below.
Our Board
of Directors unanimously recommends that you vote FOR the
election of each of the director nominees listed
above.
NOMINEES
FOR DIRECTORS
Our Board of Directors currently consists of two persons who are
employees of the Company and six persons who are not employees
of the Company (i.e., outside directors). Set forth below are
the names, ages and positions of our nominees for Director.
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Name
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Age
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Position
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L. Decker Dawson
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90
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Chairman of the Board of Directors
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Stephen C. Jumper
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President, Chief Executive Officer and Director
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Paul H. Brown
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Director
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Craig W. Cooper
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57
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Director
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Gary M. Hoover, Ph.D.
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71
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Director
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Jack D. Ladd
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61
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Director
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Ted R. North
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64
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Director
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Tim C. Thompson
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Director
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Set forth below are descriptions of the principal occupations
during at least the past five years of the Companys
nominees for director.
L. Decker Dawson. Mr. Dawson founded
the Company in 1952. He served as our President until being
elected as Chairman of the Board of Directors and Chief
Executive Officer in January 2001. In January 2006,
Mr. Dawson was reelected as Chairman of the Board of
Directors and retired as our Chief Executive Officer. Prior to
1952, Mr. Dawson was a geophysicist with Republic
Exploration Company, a geophysical company. Mr. Dawson
served as President of the Society of Exploration Geophysicists
(1989-1990),
received its Enterprise Award in 1997 and was awarded honorary
membership in 2002. He was Chairman of the Board of Directors of
the International Association of Geophysical Contractors in 1981
and is an honorary life member of such association. He was
inducted into the Permian Basin Petroleum Museums Hall of
Fame in 1997.
Stephen C. Jumper. Mr. Jumper, a
geophysicist, joined our Company in 1985, was elected Vice
President of Technical Services in September 1997 and was
subsequently elected President, Chief Operating Officer and
Director in January 2001. In January 2006, Mr. Jumper was
elected President, Chief Executive Officer and Director. Prior
to 1997, Mr. Jumper served as our manager of technical
services with an emphasis on
3-D
processing.
3
Mr. Jumper has served the Permian Basin Geophysical Society
as Second Vice President (1991), First Vice President
(1992) and as President (1993).
Paul H. Brown. Mr. Brown has served as
one of our directors since September 1999. Mr. Brown, an
independent management consultant with various companies since
May 1998, was President and Chief Executive Officer at WEDGE
Energy Group, Inc. from January 1985 to May 1998.
Craig W. Cooper. Mr. Cooper was elected
as a Director by the Board of Directors on September 28,
2010. Prior to his retirement in April 2010, Mr. Cooper was
a Senior Advisor, Seismic at BP p.l.c., in the Unconventional
Gas unit from 2008 to 2010. Prior to 2008, Mr. Cooper was
the Seismic Program Coordinator, North America at BP p.l.c. for
three years, Seismic Technology Advisor for two years and
Manager of Seismic Imaging & Operations for four
years. Mr. Cooper was employed by BP p.l.c. and its
predecessor, Amoco Corporation, for 35 years.
Gary M. Hoover, Ph.D. Dr. Hoover has
served as one of our directors since December 2002.
Dr. Hoover, currently an independent consultant, retired
from Phillips Petroleum Company in 2002. His responsibilities
for the previous ten years with Phillips included geophysical
research management, geoscience technology coordination,
exploration and production technology consultation and active
research into new seismic data acquisition techniques.
Dr. Hoover served as Vice President of the Society of
Exploration Geophysicists
(1990-1991)
and received its Life Membership Award in 2000. Dr. Hoover
holds a doctorate in physics from Kansas State University.
Jack D. Ladd. Mr. Ladd has served as one
of our directors since March 2008. He is currently the Dean and
Professor of Management in the School of Business at the
University of Texas of the Permian Basin. From 2004 until 2007,
Mr. Ladd held the positions of Assistant Professor in the
School of Business and Director of the John Ben Shepperd Public
Leadership Institute at the University of Texas of the Permian
Basin. Prior to 2004, Mr. Ladd practiced law and was a
shareholder of Stubbeman, McRae, Sealy, Laughlin &
Browder, Inc., a law firm in Midland, Texas. Mr. Ladd is a
director of two public corporations other than the Company:
Lightbridge Corporation (formerly known as Thorium Power, Ltd.)
and Mexco Energy Corporation.
Ted R. North. Mr. North has served as one
of our directors since August 2008. Mr. North was a partner
at Grant Thornton LLP from August 1987 until his retirement on
July 31, 2008. He served as the Managing Partner and in
other positions of responsibility in the Midland, Texas and
Oklahoma City offices of Grant Thornton. He is a Certified
Public Accountant with over 30 years of public accounting
experience.
Tim C. Thompson. Mr. Thompson has served
as one of our directors since 1995. Mr. Thompson, an
independent management consultant with various companies since
May 1993, was President and Chief Executive Officer of
Production Technologies International, Inc. from November 1989
to May 1993.
ADDITIONAL
INFORMATION REGARDING THE BOARD OF DIRECTORS
Independent
Directors
Messrs. Brown, Cooper, Hoover, Ladd, North and Thompson
qualify as independent in accordance with the
published listing requirements of The NASDAQ Stock Market
(NASDAQ). The NASDAQ independence definition
includes a series of objective tests, such as that the director
is not an employee of the company and has not engaged in various
types of business dealings with the company. In addition, as
further required by the NASDAQ rules, our Board of Directors has
made a subjective determination as to each independent director
that no relationships exist that, in the opinion of the Board of
Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.
In addition, the members of the Audit Committee of our Board of
Directors each qualify as independent under special
standards established by the Securities and Exchange Commission
(SEC) for members of audit committees. The Audit
Committee includes at least one member who is determined by our
Board of Directors to meet the qualifications of an audit
committee financial expert in accordance with SEC rules,
include that the person meets the relevant definition of an
independent director. Mr. North is the
independent director who has been determined to be the audit
committee financial expert, based on the Boards
qualitative assessment of Mr. Norths level of
knowledge, experience (as described above in his biographical
statement) and formal
4
education. The designation does not impose on Mr. North any
duties, obligations or liabilities that are greater than those
that are generally imposed on him as a member of the Audit
Committee and the Board of Directors, and Mr. Norths
designation as an audit committee financial expert pursuant to
this SEC requirement does not affect the duties, obligations or
liabilities of any other member of the Audit Committee or the
Board of Directors.
Meetings
and Committees of Directors
During the fiscal year ended September 30, 2010, the Board
of Directors held seven regularly scheduled meetings. All of the
Directors attended these meetings, except one director was
absent from one meeting.
Audit Committee. The Audit Committee is a
standing committee of the Board of Directors and currently
consists of Messrs. Brown, Hoover, North and Thompson, all
of whom are non-employee directors and independent.
Mr. North serves as the chairman of the Audit Committee.
The functions of the Audit Committee are to determine whether
our management has established internal controls which are
sound, adequate and working effectively; to ascertain whether
our assets are verified and safeguarded; to review and approve
external audits; to review audit fees and appointment of our
independent public accountants; and to review non-audit services
provided by the independent public accountants. The Audit
Committee held thirteen meetings during the fiscal year ended
September 30, 2010. All members of the Audit Committee
attended these meetings, except one member was absent from one
meeting.
The Audit Committee operates under a written charter adopted by
the Board of Directors that is annually reviewed and approved by
the Audit Committee. The charter is posted on our website at
http://www.dawson3d.com
in the Corporate Governance area of the
Investor Relations section. The Audit Committee
Report for fiscal year 2010 is included in this Proxy Statement
on page 19.
Compensation Committee. The Compensation
Committee is a standing committee of the Board of Directors and
currently consists of Messrs. Brown, Hoover, Ladd and
Thompson, all of whom are non-employee directors and
independent. Mr. Hoover serves as the chairman
of the Compensation Committee. The primary function of the
Compensation Committee is to determine that compensation for our
officers is competitive and enables the Company to motivate and
retain the talent needed to lead and grow our business. The
Compensation Committee held four meetings during the fiscal year
ended September 30, 2010. All members of the Compensation
Committee attended each meeting. The Compensation Committee
Report for fiscal year 2010 is included in this Proxy Statement
on page 12.
The Compensation Committee currently operates under a written
charter adopted and approved by the Board of Directors on
September 28, 2010. The charter is posted on our website at
http://www.dawson3d.com
in the Corporate Governance area of the
Investor Relations section.
Nominating Committee. The Nominating Committee
is a standing committee of the Board of Directors and currently
consists of Messrs. Brown, Hoover and Thompson, all of whom
are non-employee directors and independent.
Mr. Brown serves as the chairman of the Nominating
Committee. The Nominating Committee held one meeting during the
fiscal year ended September 30, 2010, at which all members
of the Nominating Committee were present. The primary function
of the Nominating Committee is to determine the slate of
Director nominees for election to our Board of Directors. The
Nominating Committee considers candidates recommended by our
stockholders, directors, officers and outside sources, and
considers each nominees personal and professional
integrity, experience, skills, ability and willingness to devote
the time and effort necessary to be an effective board member
with the commitment to acting in the best interests of our
Company and our stockholders. The Nominating Committee also
gives consideration to having an appropriate mix and diversity
of backgrounds, skills and professional experiences on our Board
of Directors, the qualifications that the Committee believes
must be met by prospective nominees, qualities or skills that
the Committee believes are necessary for one or more of our
directors to possess and standards for the overall structure and
composition of our Board of Directors. The same criteria would
be evaluated with respect to candidates recommended by
stockholders. While the Nominating Committee may consider
diversity among other factors when considering director
nominees, it does not have any specific policy with regard to
diversity in identifying director nominees.
5
In accordance with Article II, Section 13 of our
Bylaws, stockholders who wish to have their nominees for
election to the Board of Directors considered by the Nominating
Committee must submit such nomination to our Secretary for
receipt not less than 90 days and not more than
120 days prior to the anniversary date of the immediately
preceding Annual Meeting of stockholders. Pursuant to our
bylaws, the notice of nomination is required to contain certain
information about both the nominee and the stockholder making
the nomination, including information sufficient to allow the
independent directors to determine if the candidate meets the
criteria for Board of Director membership. We may also require
that the proposed nominee furnish additional information in
order to determine that persons eligibility to serve as a
director. A nomination that does not comply with the above
procedure will be disregarded.
The Nominating Committee currently operates under a written
charter adopted and approved by the Board of Directors on
December 3, 2004. The charter is posted on our website at
http://www.dawson3d.com
in the Corporate Governance area of the
Investor Relations section.
Director
Qualifications
The following is a brief discussion of the experience,
qualifications, attributes and skills that led us to the
conclusion that our nominees for director should serve as
directors for the Company: For our Chairman, Mr. Dawson,
and our President, Chief Executive Officer, Mr. Jumper,
their respective leadership qualities, technical expertise and
long experience in the seismic industry. For Mr. Brown, his
long experience in the energy field both as an executive officer
and as a consultant. For Mr. Cooper, his long experience as
an executive in the seismic division of a major oil company. For
Mr. Hoover, his long experience in geophysical research and
management for a major oil company and his expertise in the
geophysical sciences. For Mr. Ladd, his legal and business
expertise and his experience as director for other public
companies. For Mr. North, his accounting and auditing
expertise and experience. For Mr. Thompson, his long
experience in the oil and gas drilling and producing industry.
Board
Leadership Structure and the Board of Directors Role in
Risk Oversight
The Board of Directors has no policy regarding the separation of
the roles of Chief Executive Officer and Chairman of the Board
of Directors. The Board of Directors believes that this
determination should be based on the composition, skills and
experience of the Board of Directors and its members, and
governance efficiency. Based on these factors, the Board of
Directors has determined that having Mr. Dawson serve as
Chairman and Mr. Jumper serve as Chief Executive Officer is
in the best interest of the Company at this time, and that such
arrangement makes the best use of Mr. Dawsons unique
skills and experience with the Company, as its founder and
namesake, and his long experience in the seismic industry as a
whole, to act as the representative of the Company.
The Board of Directors is generally responsible for risk
oversight. Management has implemented internal processes to
identify and evaluate the risks inherent in the Companys
business and to assess the mitigation of those risks. Management
reports either to the Audit Committee or the full Board of
Directors, depending on the type of risk involved, regarding the
identified risks and the mitigation strategies planned or in
place to address such risks.
DIRECTOR
COMPENSATION
All of our non-employee directors receive annual compensation of
$24,000. Each non-employee director also receives a fee of
$2,000 for each regular Board of Directors meeting. In addition,
the chairman of the Audit Committee receives an additional fee
of $500 per month. In fiscal 2010, each non-employee director
also received a stock grant of our Common Stock worth $36,000,
except Mr. Cooper, who received a stock grant worth $6,000.
We also reimburse reasonable expenses incurred by our directors
in attending meetings and other company business. None of the
reimbursements for our non-employee directors exceeded the
$10,000 threshold in fiscal 2010 and consequently are not
included in Director Compensation for Fiscal 2010
below.
Directors who are also full-time officers or employees of our
Company receive no additional compensation for serving as
directors. Currently, two members of our Board of Directors,
Mr. Dawson and Mr. Jumper, are also executive officers
of the Company. As an employee, Mr. Dawson receives a
salary and certain other benefits as set
6
forth in the Director Compensation for Fiscal 2010
table below. Mr. Jumpers compensation is set forth
under Compensation Discussion and Analysis and
Executive Compensation, below.
The table below summarizes the total compensation paid or earned
by each of our non-employee directors and Mr. Dawson during
fiscal 2010.
Director
Compensation For Fiscal 2010
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Fees Earned or
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Stock
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All Other
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Paid in Cash
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Awards(1)(2)
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Compensation
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Total
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Name
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($)
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($)
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($)
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($)
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L. Decker Dawson
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15,080
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36
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15,116
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Ted R. North
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42,000
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36,000
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78,000
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Tim C. Thompson
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36,000
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36,000
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72,000
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Gary M. Hoover, Ph.D
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36,000
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|
|
|
36,000
|
|
|
|
|
|
|
|
72,000
|
|
Paul H. Brown
|
|
|
36,000
|
|
|
|
36,000
|
|
|
|
|
|
|
|
72,000
|
|
Jack D. Ladd
|
|
|
36,000
|
|
|
|
36,000
|
|
|
|
|
|
|
|
72,000
|
|
Craig W. Cooper
|
|
|
4,000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
(1) |
|
The amounts in this column reflect the dollar amount we
recognized as an expense with respect to stock awards for
financial statement reporting purposes during the fiscal year
ended September 30, 2010, in accordance with ASC 718,
Compensation Stock Compensation. These
amounts also reflect the grant date fair value of each stock
award of $28.69 per share. See Note 7 to our audited
financial statements included in our 2010 Annual Report on
Form 10-K
for the assumptions made in our valuation of these stock awards. |
|
(2) |
|
For fiscal 2010 each non-employee director then serving earned a
1,254-share grant of stock, with the exception of
Mr. Cooper, who earned 209 shares from the Dawson
Geophysical Company 2006 Stock and Performance Incentive Plan.
Mr. Cooper was elected as a director on September 28,
2010. At December 1, 2010, the directors listed in the
above table held the following aggregate outstanding shares of
Common Stock: Mr. Dawson 108,192,
Mr. Thompson 8,882, Mr. Brown
3,882, Mr. Hoover 7,882,
Mr. Ladd 3,882, Mr. North
3,882, and Mr. Cooper 209. |
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Program
The Compensation Committee of the Board of Directors has
responsibility for establishing, implementing and monitoring
adherence to our compensation philosophy. The Compensation
Committee seeks to provide total compensation paid to our
executive officers that is fair, reasonable and competitive.
In this compensation discussion and analysis, the executive
officers named below who are current employees are referred to
as the Named Executive Officers.
|
|
|
Stephen C. Jumper
|
|
Chief Executive Officer, President
|
Christina W. Hagan
|
|
Chief Financial Officer, Executive Vice President, Secretary
|
C. Ray Tobias
|
|
Chief Operating Officer, Executive Vice President
|
Howell W. Pardue
|
|
Executive Vice President
|
Kermit S. Forsdick
|
|
Senior Vice President
|
Compensation
Philosophy and Objectives
The Compensation Committee believes that compensation for
executive officers must be competitive to enable the Company to
motivate and retain the talent needed to lead and grow the
Company, reward successful performance and closely align the
interests of our executives with the Company. The ultimate
objective of our compensation program is to improve stockholder
value.
7
In setting compensation levels, the Compensation Committee
evaluates both performance and overall compensation. The review
of executive officers performance includes a mix of
financial and non-financial measures. In addition to business
results, employees are expected to uphold a commitment to
integrity, maximize the development of each individual and
continue to improve the environmental quality of the
Companys services and operations.
In order to continue to attract and retain the best employees,
the Compensation Committee believes the executive compensation
packages provided to the Companys executives, including
the Named Executive Officers, should include both cash and
stock-based compensation.
Except as described below, the Compensation Committee and the
CEO do not formally benchmark officer compensation against any
peer group and have not directly based their compensation
decisions on any peer group.
Compensation
Consultant
In past years, the Compensation Committee has not retained any
independent compensation consultant to review or advise the
Committee on matters related to executive, other employee
compensation or any of the particular elements of compensation.
However, in late 2009 the Compensation Committee retained Pearl
Meyer & Partners (Pearl Meyer) as its
independent compensation consultant to conduct a supplemental
compensation review, to benchmark officer compensation against a
peer group and to provide guidance to the Compensation Committee
on its compensation practices, particularly long-term incentive
compensation, for the Named Executive Officers and other
employees. In November 2009, Pearl Meyer provided a report to
the Compensation Committee regarding our compensation practices.
As a result of such report, we did not alter any of our
compensation practices described in this proxy or the
compensation paid to our officers, including the Named Executive
Officer. The Compensation Committee has decided not to continue
Pearl Meyers engagement at this time.
Competitive
Considerations
We believe competition for talented employees goes well beyond
the seismic industry to include oil and gas companies,
development companies and oilfield service companies. Many of
the companies with whom we compete for top level talent are
larger and have more financial resources than we do. Both our
Compensation Committee and Chief Executive Officer
(CEO) consider known information regarding the
compensation practices of likely competitors, to the extent that
such information is available from public sources, to form a
general understanding of our competitors current
compensation practices when reviewing and setting the
compensation of all our officers, including the Named Executive
Officers.
Role of
Chief Executive Officer in Compensation Decisions
On an annual basis, our CEO reviews the performance of each of
the other Named Executive Officers and, based on this review,
makes recommendations to the Compensation Committee with respect
to the compensation of the Named Executive Officers, excluding
himself. Our CEO considers internal pay equity issues,
individual contribution and performance, competitive pressures
and company performance in making his recommendations to the
Compensation Committee. The Compensation Committee may accept or
adjust such recommendations at its discretion. Except with
respect to the profit sharing plan, as described below, the
Compensation Committee has the sole responsibility for
evaluating the compensation of our CEO.
Establishing
Executive Compensation
Consistent with our compensation objectives, the Compensation
Committee has structured our annual and long-term
incentive-based executive compensation to attract and retain the
best talent, reward financial success and closely align
executives interests with the Companys interests. In
setting the compensation, the Compensation Committee reviews
total direct compensation for the Named Executive Officers,
which includes salary, annual cash incentives and long-term
equity incentives. The appropriate level and mix of incentive
compensation is not based upon a formula, but is a subjective
determination made by the Compensation Committee.
8
We do not have a policy of stock ownership requirements. In
addition, we do not have any employment contracts or change of
control agreements, although equity issued pursuant to our 2006
Stock and Performance Incentive Plan is subject to accelerated
vesting as described below in Potential Payments Upon a
Change of Control or Termination.
The Compensation Committee reviews compensation matters from
time to time during the year. The Compensation Committee
typically recommends the accrual of amounts for the cash bonus
and profit sharing plan shortly prior to or during the first
quarter of a fiscal year and then recommends the allocation of
the accrued amounts in the first quarter of the following fiscal
year. In addition, the Compensation Committee generally performs
its annual review of officer salaries during the middle of each
fiscal year. In fiscal 2010 there were no cash bonuses or profit
sharing awards paid to any Named Executive Officer and there
were no increases in officer salaries.
Elements
of Compensation
The components of compensation for our Named Executive Officers
includes the following elements:
|
|
|
|
|
Element
|
|
Form of Compensation
|
|
Purpose
|
|
Base Salary
|
|
Cash
|
|
Provide competitive, fixed compensation to attract and retain
executive talent.
|
|
|
|
|
|
Short-Term Incentive
|
|
Cash Bonus and Profit Sharing
|
|
Create a strong financial incentive for achieving financial
success and for the competitive retention of executives.
|
|
|
|
|
|
Long-Term Equity Incentive
|
|
Stock Option and Restricted Stock Grants
|
|
Provide incentives to strengthen alignment of executive team
interests with Company interests, reward long-term achievement
and promote executive retention.
|
|
|
|
|
|
Health, Retirement and Other Benefits
|
|
Eligibility to participate in plans generally available to our
employees, including 401(k); profit-sharing; health; life
insurance and disability plans
|
|
Plans are part of broad-based employee benefits.
|
Base
Salary
The Compensation Committee believes base salary is a critical
element of executive compensation because it provides executives
with a base level of monthly income. We do not have a formal
salary program with salary grades or salary ranges. Instead
salary increases are awarded periodically based on individual
performance, when allowed by economic conditions. The
Compensation Committee determines the base salary of each Named
Executive Officer based on his or her position and
responsibility. During its review of base salaries for
executives, the Compensation Committee primarily considers the
internal value of the position relative to other positions,
external value of the position or comparable position,
individual performance and ability to represent our
Companys values. For Named Executive Officers other than
the CEO, the Compensation Committee also considers the
recommendations of the CEO.
The Compensation Committee typically considers base salary
levels annually as part of its review of our performance and
from time to time upon a promotion or other change in job
responsibilities. As a result of its fiscal 2010 review, there
were no salary increases due to the challenging economic
conditions during the year.
9
Short-Term
Incentive Compensation
The Named Executive Officers participate in our profit sharing
program, along with all other eligible employees. The profit
sharing program is designed to award our employees for the
financial success of the Company. With respect to each fiscal
year, our Board of Directors, acting on the recommendation of
our Compensation Committee, determines a pool amount available
to be allocated in the first quarter of the following fiscal
year to all eligible employees, including the Named Executive
Officers. For fiscal 2010, 2009 and 2008, our Board of Directors
set the pool at 5% of the pre-tax net income for the applicable
fiscal year. Because the Company did not earn a profit during
fiscal 2010, there were no profit sharing allocations to any of
our employees for fiscal 2010.
In past years, management, pursuant to the guidelines set forth
by the Board of Directors, has distributed the pool amount to
eligible employees based upon a bonus value consisting of
(i) base salary at the time of calculation, times
(ii) a seniority factor (which reflects each
employees length of service with the Company), times
(iii) an internal value, or position code. Such
bonus value would be divided by the aggregate amount of all
eligible employees bonus values to obtain a bonus
pool pro rata share factor, which would be used to
allocate the bonus pool to each eligible employee on a pro rata
basis (with higher bonus pool pro rata share factors receiving a
higher percentage of the bonus pool). For instance, the 2009
calculation for Mr. Jumper was $350,000 x 20.829 x 1.25,
resulting in a bonus pool pro rata share factor of 0.023. That
bonus pool pro rata share factor was multiplied by the aggregate
bonus pool of $941,962 to obtain the $21,220 awarded to
Mr. Jumper. The position code starts at 1 for all employees
and increases pursuant to the internal value of the position up
to 1.25 for officers and other key employees. While in recent
years, the Company has weighted the three factors comprising the
formula equally, management periodically reassesses the formula
based on its assessment of the appropriate balance and relevance
of the individual factors in order to retain key individuals.
The fiscal 2009 and 2008 profit sharing awards paid to our Named
Executive Officers are included in the Summary Compensation
Table on page 13. The seniority factors of each Named
Executive Officer for fiscal 2009 and 2008, respectively, were
as follows: Mr. Jumper 20.829 and 20.545;
Ms. Hagan 19.784 and 19.469;
Mr. Tobias 19.111 and 18.772;
Mr. Pardue 23.004 and 22.772; and
Mr. Forsdick 17.958 and 17.572. Each of the
Named Executive Officers had a position code of 1.25 for fiscal
2009 and 2008. There were no profit sharing allocations to any
of our employees for fiscal 2010.
In September 2010, our Board of Directors preliminary set the
fiscal 2011 allocation for the profit sharing plan at 5% of our
pre-tax net income for fiscal 2011. The Company anticipates that
the amounts awarded under this profit sharing plan for fiscal
2011 will likely be modest in light of the current economic
climate.
We also use short-term incentive compensation in the form of
discretionary cash bonuses to meet market and competitive
demands. Bonus amounts are based upon a variety of factors
including perceived competitive pressures, base salary, internal
value of the position and seniority. The fiscal 2008 bonus
amounts paid to our Named Executive Officers are included in the
Summary Compensation Table on page 13. No discretionary
cash bonuses were paid to our Named Executive Officers with
respect to fiscal 2010 or 2009.
Long-Term
Equity Incentive Compensation
Long-term equity incentives encourage participants to focus on
long-term performance and provide an opportunity for executive
officers and certain designated key employees to increase their
stake in our Company through grants of restricted common stock
and stock options. By using a mix of stock options and
restricted stock grants, we are able to compensate our Named
Executive Officers for sustained increases in our stock
performance as well as long-term growth. The Compensation
Committee makes the determination whether to grant stock options
or restricted stock by weighing the financial effects on the
Company and the benefits and drawbacks of each type of award for
the Named Executive Officers. Such determination is made at the
time of the grant.
During the past few years, we have emphasized grants of
restricted stock as our primary long-term equity incentive
compensation tool due to our managements belief that such
grants have been the best method of rewarding and retaining the
Named Executive Officers.
In fiscal 2010 and 2008, our Compensation Committee approved
restricted stock grants to the Named Executive Officers, other
officers and certain other employees. In addition to rewarding
these individuals for our
10
long-term success and aligning the interests of the Named
Executive Officers with the Company, these grants also help us
to retain talented employees because the shares cannot be sold
during a three-year restricted period. We determine the fair
value of the restricted stock by taking the average of the high
and low price of our Common Stock on the NASDAQ Globlal Select
Market on the date of grant, and we recognize these costs, net
of estimated forfeitures, over the vesting period of the
restricted stock. The restricted shares granted in fiscal 2010
and 2008 were awarded under our 2006 Stock and Performance
Incentive Stock Plan and vest on the third anniversary of the
date of grant.
In fiscal 2009, the Compensation Committee decided to award
long-term equity incentive compensation in the form of stock
option grants to the Named Executive Officers, other officers
and certain other employees. For these awards, the exercise
price of the stock options equaled the average of the high and
low trading price of our Common Stock on the NASDAQ Global
Select Market on the date of grant. We have not granted options
with an exercise price that is less than the average of the high
and low trading price of our Common Stock on the NASDAQ Global
Select Market on the date of grant, and we have not made grants
with a grant date that occurs before the Board of
Directors action. We determine the fair value of each
stock option on the date of grant using the Black-Scholes option
pricing model, and we recognize these costs, net of estimated
forfeitures, over the vesting period of the stock options. The
stock options granted in fiscal 2009 were awarded under our 2006
Stock and Performance Incentive Stock Plan, vest in equal
installments over four years on each anniversary of the date of
grant and have a term of ten years from the date of grant. We
did not award any stock options in fiscal 2010 or 2008.
Our Compensation Committee recommends to our Board of Directors
the equity awards to be made to each Named Executive Officer
prior to the grant of such equity awards by the Board of
Directors. Although the Compensation Committee does not use a
set formula to make these grants, the Compensation Committee
generally determines awards based on a number of factors,
including the current price of our stock, individual merit, the
Companys overall performance, and the individuals
overall compensation package. The Companys ultimate goal
with any equity award is to align executive interests with
Company interests, to reward long-term achievement and to
promote retention. Grants of equity may be made at any time
during the year, although typically an award is made to each
Named Executive Officer at the beginning of each fiscal year. We
do not time the release of material non-public information with
the purpose of affecting the value of executive compensation.
The following sets forth information regarding our equity
incentive plans.
Stock Plans. We have two equity compensation
plans: the 2006 Stock and Performance Incentive Plan (the
2006 Plan) and the 2004 Incentive Stock Plan (the
2004 Plan).
The 2006 Plan provides 750,000 shares of authorized but
unissued shares of our Common Stock to be awarded to our
officers, directors, employees and consultants. These awards can
be made in various forms, including options, grants or
restricted stock grants. Stock option grant prices awarded under
the 2006 Plan may not be less than the fair market value of the
Common Stock subject to such option on the grant date and the
term of stock options may extend no more than ten years after
the grant date. Our Compensation Committee selects the employees
and consultants to whom the awards will be granted and
determines the number and type of awards to be granted to such
individual. Our Board of Directors selects the nonemployee
directors eligible to whom awards will be granted and determines
the number and type of award to be granted to such individuals.
All of our employees, nonemployee directors and consultants are
eligible to receive awards under the 2006 Plan. The 2006 Plan
has a term of ten years from the date of stockholder approval
such that it expires in January 2017.
The 2004 Plan provides 375,000 shares of authorized but
unissued Common Stock of the Company. The Company may award
stock options under the 2004 Plan. The stock option exercise
price is the market value of the Companys Common Stock at
date of grant. Options are exercisable 25% annually from the
date of the grant and the options expire five years from the
date of grant. The Company may also award stock and restricted
stock under the 2004 Plan. Restricted stock vests after three
years and is granted at the market value of the Companys
Common Stock on the date of grant. Of the 375,000 shares,
up to 125,000 shares may be awarded to officers, directors,
and employees of the Company and up to 125,000 shares may
be awarded with restrictions for the purpose of additional
compensation. Although shares are available under the 2004 Plan,
the Company does not intend to issue additional shares from this
Plan.
11
Health,
Retirement and Other Benefits
401(k) Plan. Effective January 1, 2002,
we initiated a 401(k) plan as part of our employee benefits
package in order to retain quality personnel. This plan is a
tax-qualified retirement savings plan under which all employees,
including the Named Executive Officers, are able to contribute
to the plan the lesser of up to 100% of their annual salary or
the limits prescribed by the Internal Revenue Service on a
pre-tax basis. During fiscal 2010, we elected to match 100% of
employee contributions up to a maximum of 6% of the
participants gross salary. Our matching contributions for
all of our employees during fiscal 2010 were approximately
$1,270,000. All contributions to the plan as well as our
matching contributions are fully vested upon contribution. Our
Board of Directors approved the matching of employee
contributions up to a maximum of 6% of gross salary for fiscal
2011.
Health and Life. We offer major medical,
dental and life insurance to all eligible employees. We also
provide the following other insurance benefits to the majority
of our salaried employees, including the Named Executive
Officers:
|
|
|
|
|
Life insurance up to two times annual earnings with
limitations based on age and a maximum benefit of
$400,000; and
|
|
|
|
Long-term disability 60% of monthly earnings up to
$10,000 per month.
|
Executive
Benefits and Perquisites
We provide our Named Executive Officers with perquisites and
other personal benefits that are believed to be reasonable and
consistent with the overall compensation program to better
enable us to attract and retain superior employees for key
positions. Our Compensation Committee reviews the levels of
these perquisites and other personal benefits provided to the
Named Executive Officers on an annual basis.
COMPENSATION
COMMITTEE REPORT
To the Stockholders of Dawson Geophysical Company:
The Compensation Committee of the Board of Directors has
reviewed and discussed the Compensation Discussion and
Analysis, above, with management. Based on this review and
discussion, the Compensation Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis
be included in this Proxy Statement for the fiscal year
ended September 30, 2010.
|
|
|
December 10, 2010
|
|
Submitted by the Compensation Committee of the Board of
Directors
|
|
|
|
|
|
Gary M. Hoover, Ph.D (Chairman)
Paul H. Brown
Jack D. Ladd
Tim C. Thompson
|
EXECUTIVE
COMPENSATION
The following narrative, tables and footnotes describe the
total compensation earned during fiscal 2010, 2009
and 2008 by our Named Executive Officers. The total compensation
presented below in the Summary Compensation Table does not
reflect the actual compensation received by our Named Executive
Officers in such fiscal years. The actual value realized by our
Named Executive Officers in fiscal 2010 from long-term
incentives (in this case, restricted stock) is presented in the
Stock Vested table on page 15 of this Proxy Statement.
Long-term incentive awards for 2010 are presented in the Grants
of Plan-Based Awards table on page 14 of this Proxy
Statement.
12
The individual components of the total compensation reflected in
the Summary Compensation Table are broken out below:
Salary The table reflects base salary earned
during 2010, 2009 and 2008. See Compensation Discussion
and Analysis Elements of Compensation
Base Salary.
Bonus In 2008 our Named Executive Officers
were awarded a discretionary cash bonus and in 2009 and 2008 our
Named Executive Officers participated in our profit sharing
plan. See Compensation Discussion and Analysis
Elements of Compensation Short-Term Incentive
Compensation.
Stock Awards The awards disclosed under the
heading Stock Awards consist of a grant of
restricted stock to our Named Executive Officers. Other details
about the restricted stock grants are included in the Grants of
Plan-Based Awards table on page 14. See also
Compensation Discussion and Analysis Elements
of Compensation Long-Term Incentive
Compensation.
Option Awards The awards disclosed under the
heading Option Awards consist of a grant of stock
options to our Named Executive Officers. Other details about the
stock option grants are included in the Grants of Plan-Based
Awards table on page 14. See also Compensation
Discussion and Analysis Elements of
Compensation Long-Term Incentive Compensation.
Summary
Compensation Table
The following table sets forth information concerning the
compensation paid to our Named Executive Officers for services
to the Company during the fiscal years ended September 30,
2010, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)
|
|
Stephen C. Jumper
|
|
|
2010
|
|
|
|
350,000
|
|
|
|
|
|
|
|
233,000
|
|
|
|
|
|
|
|
31,818
|
(5)
|
|
|
614,818
|
|
Chief Executive Officer
|
|
|
2009
|
|
|
|
350,000
|
|
|
|
21,220
|
|
|
|
|
|
|
|
283,650
|
|
|
|
18,090
|
|
|
|
672,960
|
|
and President
|
|
|
2008
|
|
|
|
322,308
|
|
|
|
111,716
|
|
|
|
207,660
|
|
|
|
|
|
|
|
29,225
|
|
|
|
670,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christina W. Hagan
|
|
|
2010
|
|
|
|
210,000
|
|
|
|
|
|
|
|
139,980
|
|
|
|
|
|
|
|
13,988
|
|
|
|
363,968
|
|
Executive Vice President, Secretary
|
|
|
2009
|
|
|
|
210,000
|
|
|
|
12,093
|
|
|
|
|
|
|
|
189,100
|
|
|
|
14,088
|
|
|
|
425,281
|
|
and Chief Financial Officer
|
|
|
2008
|
|
|
|
194,423
|
|
|
|
70,775
|
|
|
|
155,745
|
|
|
|
|
|
|
|
21,332
|
|
|
|
442,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Ray Tobias
|
|
|
2010
|
|
|
|
230,000
|
|
|
|
|
|
|
|
153,978
|
|
|
|
|
|
|
|
30,093
|
(5)
|
|
|
414,071
|
|
Executive Vice President
|
|
|
2009
|
|
|
|
230,000
|
|
|
|
12,794
|
|
|
|
|
|
|
|
189,100
|
|
|
|
14,934
|
|
|
|
446,828
|
|
and Chief Operating Officer
|
|
|
2008
|
|
|
|
209,231
|
|
|
|
73,061
|
|
|
|
155,745
|
|
|
|
|
|
|
|
14,231
|
|
|
|
452,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howell Pardue
|
|
|
2010
|
|
|
|
173,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,298
|
|
|
|
182,298
|
|
Executive Vice President
|
|
|
2009
|
|
|
|
173,000
|
|
|
|
11,584
|
|
|
|
|
|
|
|
|
|
|
|
9,283
|
|
|
|
193,867
|
|
|
|
|
2008
|
|
|
|
167,461
|
|
|
|
69,291
|
|
|
|
155,745
|
|
|
|
|
|
|
|
8,927
|
|
|
|
401,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kermit S. Forsdick
|
|
|
2010
|
|
|
|
196,625
|
|
|
|
|
|
|
|
130,648
|
|
|
|
|
|
|
|
10,644
|
|
|
|
337,917
|
|
Senior Vice President
|
|
|
2009
|
|
|
|
196,625
|
|
|
|
10,277
|
|
|
|
|
|
|
|
94,550
|
|
|
|
10,463
|
|
|
|
311,915
|
|
|
|
|
2008
|
|
|
|
178,622
|
|
|
|
64,459
|
|
|
|
103,830
|
|
|
|
|
|
|
|
10,953
|
|
|
|
357,864
|
|
|
|
|
(1) |
|
Includes amounts payable pursuant to our profit-sharing plan and
the discretionary cash bonus described above in
Compensation Discussion and Analysis Elements
of Compensation Short-Term Incentive
Compensation. |
|
(2) |
|
The amounts in this column represent the aggregate grant date
fair value of the restricted stock awards granted to the named
executive officers during the fiscal year ended
September 30, 2010 and September 30, 2008, computed in
accordance with ASC Topic 718, except that no assumption for
forfeitures was included. For a discussion of valuation
assumptions, see Note 7 to our audited financial statements
included in our 2010 Annual Report on
Form 10-K
for the assumptions made in our valuation of the 2010 awards;
and see Note 1 to our audited financial statements included
in our 2008 Annual Report on
Form 10-K
for the assumptions made in our valuation of the fiscal 2008
awards. |
13
|
|
|
(3) |
|
The amounts in this column represent the aggregate grant date
fair value of the stock awards granted to the named executive
officers during the fiscal year ended September 30, 2009
computed in accordance with ASC 718, except that no
assumption for forfeitures was included. See Note 7 to our
audited financial statements included in our 2009 Annual Report
on
Form 10-K
for the assumptions made in our valuation of the fiscal 2009
stock option awards. |
|
(4) |
|
The amount shown in this column includes the matching
contributions under our 401(k) plan for the following Named
Executive Officers for fiscal 2010, 2009 and 2008, respectively:
Mr. Jumper $16,484, $16,218 and $15,496;
Ms. Hagan $12,116, $12,274 and $11,665;
Mr. Tobias $13,800 $13,062 and $12,554;
Mr. Pardue $8,650, $8,650 and $8,373; and
Mr. Forsdick $8,800, $8,729, and $9,593. |
|
(5) |
|
The amounts shown for fiscal 2010 include special bonus awards
of $13,462 and $14,421, respectively, relating to
Mr. Jumpers 25th anniversary and
Mr. Tobiass 20th anniversary with the Company. |
Grants of
Plan-Based Awards For Fiscal 2010
The following table reports all grants of plan-based awards made
during fiscal 2010 to our Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Stock
|
|
Grant Date
|
|
|
|
|
Awards: Number of
|
|
Fair Value of
|
|
|
|
|
Shares of Stock
|
|
Stock and
|
|
|
Grant
|
|
Or Units
|
|
Option Awards
|
Name
|
|
Date
|
|
(#)(1)
|
|
($)(2)
|
|
Stephen C. Jumper
|
|
|
7/26/2010
|
|
|
|
10,000
|
|
|
|
233,300
|
|
Christina W. Hagan
|
|
|
7/26/2010
|
|
|
|
6,000
|
|
|
|
139,980
|
|
C. Ray Tobias
|
|
|
7/26/2010
|
|
|
|
6,600
|
|
|
|
153,978
|
|
Howell W. Pardue
|
|
|
|
|
|
|
|
|
|
|
|
|
Kermit S. Forsdick
|
|
|
7/26/2010
|
|
|
|
5,600
|
|
|
|
130,648
|
|
|
|
|
(1) |
|
All grants made to Named Executive Officers in fiscal 2010 were
grants of restricted shares made pursuant to the 2006 Plan.
These options vest on the third anniversary of the original
grant date. |
|
(2) |
|
Represents the aggregate grant date fair value of the award
computed in accordance with ASC 718. |
For a detailed discussion of each of the awards in the above
table and their material terms, refer to Summary
Compensation Table and Compensation Discussion and
Analysis Long-Term Equity Incentive
Compensation above.
Outstanding
Equity Awards At Fiscal Year End 2010
The following table provides information regarding the value of
all unexercised options and unvested restricted stock previously
awarded to our Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market Value
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Shares or
|
|
of Shares
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Units of
|
|
or Units
|
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Stock That
|
|
of Stock
|
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
That Have
|
|
|
Options
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Not Vested
|
Name
|
|
(#) Exercisable
|
|
(#) Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)(2)
|
|
Stephen C. Jumper
|
|
|
3,750
|
|
|
|
11,250
|
(1)
|
|
|
18.91
|
|
|
|
12/2/2018
|
|
|
|
3,000
|
(3)
|
|
|
79,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
(4)
|
|
|
266,500
|
|
Christina W. Hagan
|
|
|
2,500
|
|
|
|
7,500
|
(1)
|
|
|
18.91
|
|
|
|
12/2/2018
|
|
|
|
2,250
|
(3)
|
|
|
59,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
(4)
|
|
|
159,900
|
|
C. Ray Tobias
|
|
|
2,500
|
|
|
|
7,500
|
(1)
|
|
|
18.91
|
|
|
|
12/2/2018
|
|
|
|
2,250
|
(3)
|
|
|
59,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600
|
(4)
|
|
|
175,890
|
|
Howell W. Pardue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,250
|
(3)
|
|
|
59,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kermit S. Forsdick
|
|
|
1,250
|
|
|
|
3,750
|
(1)
|
|
|
18.91
|
|
|
|
12/2/2018
|
|
|
|
1,500
|
(3)
|
|
|
39,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,600
|
(4)
|
|
|
149,240
|
|
14
|
|
|
(1) |
|
Shares underlying options that vest in equal installments on
12/02/10, 12/02/11, and 12/02/12. |
|
(2) |
|
The market value was computed by multiplying the closing market
price of the Common Stock at fiscal year end 2010 ($26.65) times
the number of restricted shares that have not vested. |
|
(3) |
|
Vests in one installment on 06/02/11. |
|
(4) |
|
Vested in one installment on 07/26/2013. |
Stock
Vested for Fiscal 2010
The following table provides information with respect to the
restricted stock held by our Named Executive Officers that
vested during fiscal 2010. No stock options held by the Named
Executive Officers were exercised during fiscal 2010:
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
Number of Shares
|
|
Value Realized
|
|
|
Acquired on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
Stephen C. Jumper
|
|
|
6,000
|
|
|
|
155,940
|
|
Christina W. Hagan
|
|
|
4,500
|
|
|
|
116,955
|
|
C. Ray Tobias
|
|
|
4,500
|
|
|
|
116,955
|
|
Howell W. Pardue
|
|
|
4,500
|
|
|
|
116,955
|
|
Kermit S. Forsdick
|
|
|
3,000
|
|
|
|
77,970
|
|
Pension
Benefits
Our only retirement plan for our employees, including our Named
Executive Officers, is our 401(k) plan. We do not have a pension
plan in which our Named Executive Officers are eligible to
participate.
Non-Qualified
Deferred Compensation
We do not have a non-qualified deferred compensation plan.
Potential
Payments Upon A Change Of Control Or Termination
We do not have any employment contracts or change of control
agreements. However, the 2006 Plan does permit accelerated
vesting of stock awards in the event of a change of control or
upon termination of employment as described below.
In the event of a change of control, all awards
granted under our 2006 Plan immediately vest and become fully
exercisable and any restrictions applicable to the award lapse.
All stock options and stock appreciation rights will remain
exercisable until (a) the expiration of the term of the
award or, (b) if the participant should die before the
expiration of the term of the award, until the earlier of:
(i) the expiration of the term of the award or
(ii) two (2) years following the date of the
participants death. Our 2006 Plan form stock option and
restricted stock agreements define a change of
control as occurring when (i) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934) is or becomes a beneficial
owner, directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the total voting
power of the Companys then outstanding securities;
(ii) the individuals who were members of the Board of
Directors of the Company immediately prior to a meeting of the
stockholders of the Company involving a contest for the election
of directors shall not constitute a majority of the Board of
Directors following such election unless a majority of the new
members of the Board were recommended or approved by majority
vote of members of the Board of Directors immediately prior to
such stockholders meeting; (iii) the Company shall
have merged into or consolidated with another corporation, or
merged another corporation into the Company, on a basis whereby
less than fifty percent (50%) of the total voting power of the
surviving corporation is represented by shares held by former
stockholders of the Company prior to
15
such merger or consolidation; or (iv) the Company shall
have sold, transferred or exchanged all, or substantially all,
of its assets to another corporation or other entity or person.
In addition our form stock option and restricted stock
agreements also provide for accelerated vesting upon death or
disability or if a participants employment is terminated
by the Company for reasons other than cause. Stock options which
are accelerated under this provision may be exercised in whole
or in part until their expiration pursuant to the terms of the
stock option agreement or the 2006 Plan.
If a change in control or termination of employment as described
above were to have occurred as of September 30, 2010,
shares of restricted stock and stock options held by our Named
Executive Officers would have automatically vested, as follows:
|
|
|
|
|
Mr. Jumper held 13,000 shares of restricted stock and
11,250 stock options that would have become fully vested as a
result of such change in control or termination of employment;
|
|
|
|
Ms. Hagan held 8,250 shares of restricted stock and
7,500 stock options that would have become fully vested as a
result of such change in control or termination of employment;
|
|
|
|
Mr. Tobias held 8,850 shares of restricted stock and
7,500 stock options that would have become fully vested as a
result of such change in control or termination of employment;
|
|
|
|
Mr. Pardue held 2,250 shares of restricted stock that
would have become fully vested as a result of such change in
control or termination of employment;
|
|
|
|
Mr. Forsdick held 7,100 shares of restricted stock and
3,750 stock options that would have become fully vested as a
result of such change in control or termination of employment.
|
COMPENSATION
POLICIES AND PRACTICES AND RISK MITIGATION
The Compensation Committee periodically reviews the
Companys compensation policies and practices to ensure
that they do not encourage excessive risk-taking. The Company
believes that its compensation policies and practices for all
employees, including executive officers, do not create risks
that are reasonably likely to have a material adverse effect on
the Company.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 2010, our
Compensation Committee was composed of Messrs. Brown,
Hoover, Ladd and Thompson. No member of the Compensation
Committee during fiscal 2010 was a current or former officer or
employee of the Company or had any relationship with the Company
requiring disclosure under Item 404 of
Regulation S-K
as adopted by the SEC. None of our executive officers served on
the board of directors or the compensation committee of any
other entity, for which any officers of such other entity served
either on our Board of Directors or our Compensation Committee.
TRANSACTIONS
WITH RELATED PERSONS
Transactions with related persons are reviewed, approved or
ratified in accordance with the policies and procedures set
forth in our code of business conduct and ethics, our Audit
Committee charter, the procedures described below with respect
to director and officer questionnaires and the other procedures
described below.
Our code of business conduct and ethics provides that directors,
officers, and employees must avoid situations that involve, or
could appear to involve, conflicts of interest with
regard to the Companys interest. Exceptions may only be
made after review of fully disclosed information and approval of
specific or general categories by senior management (in the case
of employees ) or the Board of Directors (in the case of
officers or directors). Any employee, officer or director who
becomes aware of a conflict or potential conflict of interest
should bring the matter to the attention of a supervisor or
other appropriate personnel.
16
A conflict of interest exists when a persons
private interest interferes in any way with the interests of the
Company. Conflicts of interest generally interfere with the
persons effective and objective performance of his or her
duties or responsibilities to the Company. Our code of business
conduct and ethics sets forth several examples of how conflicts
of interest may arise, including when:
|
|
|
|
|
a director, officer or employee or members of their immediate
family, receive improper personal benefits because of their
position with the Company;
|
|
|
|
the Company gives loans, or guarantees obligations of directors,
officers, employees or their immediate family members; or
|
|
|
|
the director, officer, employee or their immediate family
members use Company property or confidential information for
personal use.
|
Our Audit Committee also has the responsibility, according to
its charter, to review, assess and approve or disapprove
conflicts of interest and related-party transactions.
Each year we require all our directors, nominees for director
and executive officers to complete and sign a questionnaire in
connection with the solicitation of proxies for use at our
annual general meeting of members. The purpose of the
questionnaire is to obtain information, including information
regarding transactions with related persons, for inclusion in
our Proxy Statement or Annual Report.
In addition, we annually review SEC filings made by beneficial
owners of more than five percent of any class of our voting
securities to determine whether information relating to
transactions with such persons needs to be included in our Proxy
Statement or Annual Report.
Based on these reviews, our Board of Directors has determined
that the Company did not engage in any transactions during the
fiscal year ended September 30, 2010 with related persons
which would require disclosure under Item 404 of
Regulation S-K
as adopted by the SEC, and there are currently no such proposed
transactions.
EQUITY
COMPENSATION PLAN INFORMATION
The following table summarizes certain information regarding
securities authorized for issuance under our equity compensation
plans as of September 30, 2010. See information regarding
material features of the plans in Note 7, Stock-Based
Compensation to the Financial Statements included in our
Annual Report on
Form 10-K
for the fiscal year ended September 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Securities Remaining
|
|
|
|
|
|
|
Available for
|
|
|
|
|
|
|
Future Issuance
|
|
|
Number of
|
|
|
|
Under Equity
|
|
|
Securities to
|
|
|
|
Compensation Plans
|
|
|
be Issued
|
|
Weighted-Average
|
|
(Excluding
|
|
|
Upon Exercise
|
|
Exercise Price of
|
|
Securities
|
|
|
of Outstanding
|
|
Outstanding
|
|
Reflected in
|
|
|
Options
|
|
Options
|
|
Column(a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
|
151,000
|
|
|
$
|
18.91
|
|
|
|
694,860
|
(1)
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
151,000
|
|
|
$
|
18.91
|
|
|
|
694,860
|
(1)
|
|
|
|
(1) |
|
Although 238,550 shares are available to be issued under
the 2004 Incentive Stock Plan, the Company does not intend to
grant additional shares from this Plan. There are
456,310 shares available to be issued under the 2006 Stock
and Performance Incentive Plan. |
17
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of our Common Stock, as of
November 19, 2010, by each of our Directors and executive
officers and by all executive officers and Directors as a group.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
Nature of
|
|
|
|
|
Beneficial
|
|
Percent of
|
Name of Beneficial Owner
|
|
Ownership
|
|
Class(1)
|
|
SECURITY OWNERSHIP OF 5% HOLDERS
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
|
|
|
559,310
|
(2)
|
|
|
7.16
|
%
|
Dimensional Fund Advisors LP
|
|
|
411,170
|
(3)
|
|
|
5.27
|
%
|
SECURITY OWNERSHIP OF MANAGEMENT
|
|
|
|
|
|
|
|
|
L. Decker Dawson
|
|
|
108,192
|
(4)
|
|
|
1.37
|
%
|
Christina W. Hagan
|
|
|
57,774
|
(5)(6)
|
|
|
*
|
|
Stephen C. Jumper
|
|
|
52,302
|
(5)(6)
|
|
|
*
|
|
C. Ray Tobias
|
|
|
34,750
|
(5)(6)
|
|
|
*
|
|
Howell W. Pardue
|
|
|
13,375
|
(6)
|
|
|
*
|
|
Kermit S. Forsdick
|
|
|
13,100
|
(5)(6)
|
|
|
*
|
|
Tim C. Thompson
|
|
|
7,628
|
|
|
|
*
|
|
Gary M. Hoover, Ph.D
|
|
|
6,628
|
|
|
|
*
|
|
Paul H. Brown
|
|
|
2,628
|
|
|
|
*
|
|
Jack D. Ladd
|
|
|
2,628
|
|
|
|
*
|
|
Ted R. North
|
|
|
2,628
|
|
|
|
*
|
|
Craig W. Cooper
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (12 persons)
|
|
|
301,633
|
|
|
|
3.82
|
%
|
|
|
|
* |
|
Indicates less than 1% of the outstanding shares of Common Stock. |
|
(1) |
|
As of November 19, 2010, there were 7,902,106 shares
of Common Stock issued and outstanding. Unless otherwise
indicated, the beneficial owner has sole voting and investment
power with respect to all shares listed. |
|
(2) |
|
As reported on Schedule 13G filed with the SEC on
December 31, 2009. The filing persons address is 40
East 52nd
Street, New York, NY, 10022. |
|
(3) |
|
As reported on Schedule 13G filed with the SEC on
February 10, 2010. The filing persons address is
Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas,
78746. |
|
(4) |
|
Mr. Dawsons shares are held as an individual and
through a revocable trust. |
|
(5) |
|
Includes shares subject to options exercisable within
60 days of the record date as follows:
Mr. Jumper 7,500 shares;
Ms. Hagan 5,000 shares;
Mr. Tobias 5,000 shares;
Mr. Forsdick 2,500 shares. |
|
(6) |
|
Includes shares attributable to restricted Common Stock, as
follows: Mr. Jumper 13,000 shares;
Ms. Hagan 8,250 shares;
Mr. Tobias 8,850 shares;
Mr. Pardue 2,250 shares;
Mr. Forsdick 7,100 shares. The restricted
stock is subject to forfeiture and may not be sold or
transferred during the three-year vesting period. Holders of
shares of restricted stock have the right to vote. |
18
PROPOSAL 2:
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
The Board of Directors has selected KPMG LLP for appointment as
our independent registered public accounting firm for the fiscal
year ending September 30, 2011, subject to ratification by
the stockholders. KPMG LLP served as our independent
registered public accountants for the fiscal year ended
September 30, 2010. Representatives of KPMG LLP are
expected to be present at the Annual Meeting of stockholders to
respond to appropriate questions and will have an opportunity to
make a statement if they desire to do so. Our Board of
Directors unanimously recommends that you vote FOR the
appointment of KPMG LLP as our independent registered public
accountants for the fiscal year ending September 30,
2011.
FEES PAID
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees. The aggregate fees billed for the
fiscal years 2010 and 2009 for professional services rendered by
the principal independent accountant, KPMG LLP, for the audit of
our annual financial statements, review of our quarterly reports
on
Form 10-Q
and audit of our internal controls over financial reporting,
were $424,069 and $411,524, respectively.
Audit-Related Fees. The aggregate fees billed
for fiscal years 2010 and 2009 for professional services
rendered by the principal independent accountant, KPMG LLP, for
Audit-Related Fees were $0 and $10,000, respectively. In 2009,
KPMG LLP provided services related to the filing of a
Form S-3
with respect to filing of a shelf registration statement with
the SEC covering the periodic offer and sale of up to
$100.0 million in debt securities, preferred and common
stock and warrants.
Tax Fees. There were no fees billed in each of
the last two fiscal years for tax services provided by the
principal independent accountant, KPMG LLP.
All Other Fees. The aggregate fees billed in
fiscal year 2010 for products and services provided by the
principal independent accountant, KPMG LLP, were $69,489 for due
diligence work. There were no other fees billed in fiscal year
2009 other than those reported under the captions Audit
Fees, Audit-Related Fees and Tax
Fees above.
The Audit Committees policy on pre-approval of fees and
other compensation paid to the independent registered accounting
firm requires the Chairman of the Audit Committee to sign all
engagement letters of the principal independent accountant prior
to commencement of any services. All fees paid in 2010 were
approved in accordance with these procedures. All of the work
performed in auditing our financial statements for the last two
fiscal years by the principal independent accountants, KPMG LLP,
has been performed by their full-time, permanent employees.
AUDIT
COMMITTEE REPORT
To the Stockholders of Dawson Geophysical Company:
It is the responsibility of the members of the Audit Committee
to contribute to the reliability of the Companys financial
statements. In keeping with this goal, the Board of Directors
adopted a written charter, which is posted on the Companys
website at
http://www.dawson3d.com
in the Corporate Governance area of the
Investor Relations section. The Audit Committee is
satisfied with the adequacy of the charter based upon its
evaluation of the charter during fiscal 2010. The Audit
Committee met thirteen times during fiscal 2010. The members of
the Audit Committee are independent directors.
The Audit Committee oversees the Companys financial
reporting process on behalf of the entire Board of Directors.
Management has the primary responsibility for the Companys
financial statements and the reporting process, including the
systems of internal controls. The primary responsibilities of
the Audit Committee are to select and retain the Companys
auditors (including review and approval of the terms of
engagement and fees), to review with the auditors the
Companys financial reports (and other financial
information) provided to the SEC and
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the investing public, to prepare and publish this report and to
assist the Board of Directors with oversight of the following:
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integrity of the Companys financial statements;
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compliance by the Company with standards of business ethics and
legal and regulatory requirements;
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qualifications and independence of the Companys
independent auditors; and
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performance of the Companys independent auditors.
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The audit committee does not provide any expert or special
assurance as to the Companys financial statements or any
professional certification as to the independent auditors
work.
In the performance of its oversight function, the Audit
Committee has reviewed and discussed the quarterly and audited
financial statements, including the quality of accounting
principles with management and the independent accountants. The
Audit Committee (i) reviewed and discussed the
Companys audited consolidated financial statements for the
year ended September 30, 2010 with the Companys
management and with the Companys independent auditors;
(ii) discussed with the Companys independent auditors
the matters required to be discussed by Statement on Auditing
Standards No. 114, The Auditors Communication
With Those Charged With Governance, as currently in
effect; and (iii) received the written disclosures and the
letter from the Companys independent accountants required
by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountants
communications with the Audit Committee concerning independence
and discussed with the Companys independent auditors the
independent auditors independence.
Audit and audit-related fees billed to the Company by KPMG LLP
during the Companys 2010 fiscal year for the audit of the
Companys annual financial statements, the review of those
financial statements included in the Companys quarterly
reports of
Form 10-Q
and the audit of our internal controls over financial reporting
totaled approximately $493,558.
Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors that the
financial statements for fiscal 2010 be included in the
Companys Annual Report on
Form 10-K
for the fiscal year ended September 30, 2010.
Submitted by the Audit Committee of the Board of
Directors
Ted R. North (Chairman)
Paul H. Brown
Gary M. Hoover, Ph.D
Tim C. Thompson
December 10, 2010
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors
and officers, and persons who own more than 10% of our
outstanding Common Stock, to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock
held by such persons. These persons are also required to furnish
us with copies of all forms they file under this regulation.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and without further inquiry, during the
fiscal year ended September 30, 2010, our directors,
officers and beneficial owners of more than 10% of Common Stock
complied with all applicable Section 16(a) filing
requirements.
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STOCKHOLDER
PROPOSALS FOR NEXT ANNUAL MEETING
The next Annual Meeting of the Companys stockholders is
expected to be held on January 24, 2012. Stockholders may
submit proposals appropriate for stockholder action at the next
Annual Meeting consistent with the regulations of the Securities
and Exchange Commission. If a stockholder desires to have such
proposal included in the Proxy Statement and form of proxy
distributed by the Board of Directors with respect to such
meeting, the proposal must be received at our principal
executive offices, 508 West Wall, Suite 800, Midland,
Texas 79701, Attention: Ms. Christina W. Hagan, Secretary,
no later than August 12, 2011.
In addition, our Bylaws establish advance notice procedures with
regard to certain matters, including stockholder proposals not
included in our Proxy Statement, to be brought before an Annual
Meeting. In general, our corporate secretary must receive notice
of any such proposal not less than 90 days nor more than
120 days prior to the anniversary date of the immediately
preceding Annual Meeting (in the case of the next Annual
Meeting, not before September 20, 2011 and not later than
October 20, 2011) at the address of our principal executive
offices shown above. Such notice must include the information
specified in Article II, Section 14 of our Bylaws.
HOUSEHOLDING
The SEC permits a single set of annual reports and proxy
statements to be sent to any household at which two or more
stockholders reside if they appear to be members of the same
family. Each stockholder continues to receive a separate proxy
card. This procedure, referred to as householding, reduces the
volume of duplicate information stockholders receive and reduces
mailing and printing expenses. A number of brokerage firms have
instituted householding.
As a result, if you hold your shares through a broker and you
reside at an address at which two or more stockholders reside,
you will likely be receiving only one annual report and proxy
statement unless any stockholder at that address has given the
broker contrary instructions. However, if any such beneficial
stockholder residing at such an address wishes to receive a
separate annual report or proxy statement in the future, or if
any such beneficial stockholder that elected to continue to
receive separate annual reports or proxy statements wishes to
receive a single annual report or proxy statement in the future,
that stockholder should contact their broker or send a request
to our corporate secretary at our principal executive offices,
508 West Wall, Suite 800, Midland, Texas 79701,
telephone number
(432) 684-3000.
We will deliver, promptly upon written or oral request to the
corporate secretary, a separate copy of the 2010 Annual Report
and this Proxy Statement to a beneficial stockholder at a shared
address to which a single copy of the documents was delivered.
Similarly, you may also contact us if you received multiple
copies of such materials and would prefer to receive a single
copy in the future.
OTHER
MATTERS
We know of no other business which will be presented at the
Annual Meeting other than as explained herein. Our Board of
Directors has approved a process for collecting, organizing and
delivering all stockholder communications to each of its
members. To contact all directors on the Board of Directors, all
directors on a committee of the Board of Directors or an
individual member or members of the Board of Directors, a
stockholder may mail a written communication to: Dawson
Geophysical Company, Attention: Secretary, 508 West Wall,
Suite 800, Midland, Texas 79701. All communications
received in the mail will be opened by our Secretary, Christina
W. Hagan, for the purpose of determining whether the contents
represent a message to the Board of Directors. The contents of
stockholder communications to the Board of Directors will be
promptly relayed to the appropriate members. We encourage all
members of the Board of Directors to attend the Annual Meeting
of Stockholders, although we have no formal policy requiring
attendance. All nominees for election to the Board of Directors,
other than Mr. Cooper (who was not a member of the Board of
Directors at such time), attended last years Annual
Meeting.
On November 23, 2010, we filed with the SEC an Annual
Report on
Form 10-K
for the fiscal year ended September 30, 2010. The Annual
Report on
Form 10-K
has been provided concurrently with this Proxy Statement to all
stockholders entitled to notice of, and to vote at, the Annual
Meeting.
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Stockholders may also obtain a copy of the Annual Report on
Form 10-K
and any of our other SEC reports, free of charge, (1) from
the SECs website at www.sec.gov, (2) from our website
at www.dawson3d.com, or (3) by writing to our corporate
secretary at our principal executive offices, 508 West
Wall, Suite 800, Midland, Texas 79701, telephone
number
(432) 684-3000.
The Annual Report on
Form 10-K
is not incorporated into this Proxy Statement and is not
considered proxy solicitation material. Information contained on
our website, other than this Proxy Statement, is not part of the
proxy solicitation material and is not incorporated by reference
herein.
ADDITIONAL
INFORMATION ABOUT THE COMPANY
You can learn more about the Company and our operations by
visiting our website at www.dawson3d.com. Among other
information we have provided there, you will find:
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The charters of each of our standing committees of the Board of
Directors;
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Our code of business conduct and ethics;
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Information concerning our business, recent news releases and
filings with the SEC; and
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Information concerning our Board of Directors and stockholder
relations.
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For additional information about the Company, please refer to
our 2010 Annual Report, which is being mailed with this Proxy
Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Christina W. Hagan,
Secretary
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DAWSON GEOPHYSICAL COMPANY
508 WESTWALL, SUITE 800
MIDLAND, TX 79701-5010
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create
an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company
in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above to
vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in
future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in
hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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For |
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Withhold |
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For All |
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All |
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All |
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Except |
The Board of Directors recommends a vote
FOR the following: |
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1. Election of Directors
Nominees |
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To withhold authority to vote for any
individual nominee(s), mark For All
Except and write the number(s) of the
nominee(s) on the line below.
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01 Paul H. Brown
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02 Craig W. Cooper
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03 L. Decker Dawson
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04 Gary M. Hoover
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05 Stephen C. Jumper |
06 Jack D. Ladd
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07 Ted R. North
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08 Tim C. Thompson |
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The Board of Directors recommends a vote FOR the following proposal: |
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Against |
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Abstain |
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2 Proposal to ratify appointment of KPMG LLP as the Companys
Independent registered public accounting firm for the fiscal year
ending September 30, 2011. |
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NOTE: The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement of the Company for the Annual Meeting to be held on
January 18, 2011. Please date
and sign exactly as name appears on this proxy. Joint owners should each sign. If the signer is a
corporation, please sign full corporate name by duly authorized officer. Executors, administrators,
trustees, etc., should give full title as such. The shares represented by this proxy, when properly
executed, will be voted in the manner directed herein by the undersigned Stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other matters properly come
before the meeting the persons name in this proxy will vote in their discretion.
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For address change/comments, mark here. |
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(see reverse for instructions) |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The
Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.
DAWSON GEOPHYSICAL COMPANY
Annual Meeting of Shareholders
January 18, 2011 10:00 AM
This proxy is solicited on behalf of the Board of Directors
508 West Wall, Suite 800
Midland, TX 79701
432-684-3000
The stockholder(s) hereby appoint(s) L. Decker Dawson and Tim C. Thompson, or either of them,
as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of
Dawson Geophysical Company that the stockholder(s) is/are entitled to vote at the Annual Meeting of
Stockholders to be held at 10:00 A.M., Central Time on January 18, 2011, at the Petroleum Club of
Midland, Midland, Texas, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH
DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE
REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE MARK , SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED REPLY ENVELOPE
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side