Dawson Geophysical Company (DWSN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 17, 2025, to be held virtually, with shareholders able to vote electronically and submit questions during the webcast.

• Shareholders will vote on electing five directors, ratifying the independent auditor, and a non-binding advisory resolution on executive compensation.

• Record date for voting is April 29, 2025, with 30,984,162 shares of common stock eligible to vote.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of RSM US LLP as auditor for 2025, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 annual meeting by January 1, 2026, to be included in the proxy statement.

• Advance notice procedures for other proposals require submission by January 31, 2026, but not earlier than March 2, 2026.

Board of directors and corporate governance

• Board consists of five directors, with three qualifying as independent under Nasdaq rules.

• Company is a controlled company, with Wilks Brothers, LLC and affiliates holding about 80% of voting power.

• Audit, Compensation, and Nominating Committees are established; only the Nominating Committee is not fully independent due to controlled company status.

• Directors attended at least 75% of board and committee meetings in 2024.

• Director compensation for non-employee directors in 2024 ranged from $93,750 to $155,000; Chairman declined compensation.