Dawson Geophysical Co 8-K, filed Mar 25, 2022
Dawson Geophysical Co (DWSN)
About this 8-K
Dawson Geophysical Co filed this 8-K on March 25, 2022, reporting on events of March 22, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 24, 2022, Dawson Geophysical Company (the “Company”) notified the Nasdaq Stock Market (“Nasdaq”) that due solely to the Director Resignations (as defined below), the Company is not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A) regarding the composition of the Company’s audit committee (the “Audit Committee”) because the Audit Committee is not comprised of three Independent Directors (as defined in Nasdaq Listing Rule 5605(a)(2)).
In accordance with Nasdaq Listing Rule 5605(c)(4)(B), the Company is granted a cure period to regain compliance with NASDAQ Listing Rule 5605(c)(2)(A) regarding the composition of the Audit Committee, which cure period will expire upon the earlier of the Company’s next annual stockholders’ meeting or March 22, 2023; provided, however, that if the Company’s next annual stockholders’ meeting occurs no later than 180 days following the Director Resignations, then the cure period will expire 180 days following the Director Resignations. The Board intends to appoint new Independent Directors to fill the vacancies prior to the expiration of such cure period in order to regain compliance with such Nasdaq Listing Rule.
The disclosure under Item 5.02 below is hereby incorporated by reference into this Item 3.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 22, 2022, each of Ted R. North and Mark A. Vander Ploeg informed the Company of his intention to resign from the board of directors of the Company, effective as of March 23, 2022 (the “Director Resignations”). The Director Resignations were not the result of a disagreement with the Company on any matters relating to the Company’s operations, policies or procedures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAWSON GEOPHYSICAL COMPANY |
| Date: March 24, 2022 | By: | /s/ Stephen C. Jumper |
| Stephen C. Jumper | ||
| President and Chief Executive Officer |