Dawson Geophysical Company (DWSN) Earnings Call Transcript & Summary

Good morning, and welcome to Dawson Geophysical Company's 2021 Annual Meeting of Shareholders. I am Stephen Jumper, Chairman, Chief Executive Officer and President of Dawson Geophysical and will be presiding over the meeting. Due to health and safety concerns caused by the COVID-19 pandemic, this year's annual meeting is being held as a virtual meeting via live audio webcast. Any shareholder can vote during the meeting until the polls are closed, and any shareholder may submit questions while the meeting is in progress. We will answer questions after the official business has been completed. If you would like to vote your shares or ask questions during this meeting, you must have entered the online meeting portal by using the control number contained on your proxy card. For those of you who have not already voted or wish to change your vote, you should select Click Here to Vote in the meeting portal and submit your vote. After all the proposals have been presented and considered at this meeting, the polls will close and no more online votes or proxies will be accepted. Each of our director nominees is in attendance on this webcast and currently serves on our Board of Directors. The director nominees are as follows: Craig W. Cooper; Michael L. Klofas; Ted R. North; Mark A. Vander Ploeg; and myself, Stephen Jumper. Also joining us today are Bill Barrett and Gary Hoover, long-standing directors of the company who retired as directors in 2020 and now serve as Directors Emeritus. Mark Anderson and Joseph Blice, representatives of RSM US LLP, the company's independent registered public accounting firm, are also participating on this webcast and available to answer shareholder questions regarding the financial status and conditions of the company. We'll now move to the official business of the meeting. I hereby call the Dawson Geophysical Company Annual Meeting of Shareholders to order and appoint Grant Everett of Baker Botts LLP as secretary of the meeting. Mr. Everett will now present the secretary's report.

We have received an affidavit from Broadridge Financial Solutions certifying that notice of this annual meeting and proxy materials was sent commencing on April 1, 2021, to all shareholders of record as of March 19, 2021, the record date for this meeting. Accordingly, this meeting has been duly called under the laws of the state of Texas and under the company's bylaws. Dawson's annual report on Form 10-K was made available to shareholders on March 16, 2021. The complete list of shareholders entitled to vote in person or by proxy as of the record date have been made available in Dawson's principal executive office in Midland, Texas for at least 10 days prior to this meeting.

Thank you, Grant. I hereby appoint James K. Brata, Chief Financial Officer, Secretary and Treasurer of the company, to serve as inspector of elections to canvass the votes and certify the results in writing. I hereby request a roll call from Mr. Brata disclosing the number of shares present by holders thereof in person or by proxy.

There are present in person and by proxy at least 17,448,438 shares, representing at least 74.31% of total shares outstanding.

Thank you, Jim. I hereby declare a quorum present. It is 10:04 a.m. on May 11, 2021, and the polls are now open. The polls will close shortly following the presentation of the final proposal in my call for the collection of votes. We will now proceed to the matters to be voted on at the meeting by shareholders as set forth in our proxy statement. First, to elect 5 directors to serve until the next Annual Meeting of Shareholders and until their respective successors shall be elected and qualified. Second, to ratify the selection of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. And finally, to vote upon a nonbinding advisory resolution regarding the compensation of our named executive officers as disclosed in our proxy. The online voting polls are open. If you are voting, please do so now by following the instructions available on the webcast. If you have already voted, you do not need to vote unless you wish to change your vote. The inspector of elections will complete the tabulation and report on the votes cast at the conclusion of the meeting. We will now pause to complete the voting. [Voting]

The polls are now closed at 10:06 a.m. on May 11, 2021. Mr. Brata, can you please tally the results?

The inspector of election reports that with respect to proposal 1, each director nominated received the requisite plurality of votes necessary for their election, and that with respect to proposals 2 and 3 the affirmative vote of a majority of the common stock either present at the meeting or represented by proxy was received.

Thank you, Mr. Brata. I hereby declare, with respect to proposal 1, said persons duly elected directors of the company to serve for the ensuing year and until their successors are elected and qualified; with respect to proposal 2, RSM US LLP appointed as the company's independent auditors for 2021; and with respect to proposal 3, the compensation of the named executive officers approved on an advisory vote. The inspector of elections will make and certify a final report of the voting results to be disclosed in a Form 8-K to be filed by Dawson Geophysical within 4 days of this meeting. We now have completed the official business schedule for our annual meeting, and we'll take questions. If you would like to ask a question, please follow the instructions on the webcast. There are currently no questions. And so therefore, we -- that concludes the shareholder meeting. I hereby declare the shareholder meeting adjourned. Thank you for your participation.