UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registranto

Check the appropriate box:

x

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

TGC INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(A) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☐
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under Rule 14a-12
​
DAWSON GEOPHYSICAL COMPANY​
​
(Name of Registrant as Specified In Its Charter)​
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
​
☐
Fee paid previously with preliminary materials.
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11
​
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TGC INDUSTRIES, INC.PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

101 E. Park Blvd.,DAWSON GEOPHYSICAL COMPANY
508 West Wall, Suite 955800


Plano, Texas 75074Midland, TX 79701


432-684-3000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


To Be Held June 4, 2013[

To•], 2023

TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of

TGC INDUSTRIES, INC.:

The annual meeting(the “Annual Meeting”) of the shareholders of TGC Industries, Inc. (the “Company”)Dawson Geophysical Company will be held at the University Club, 1 West 54th Street, New York, New York 10019, on June 4, 2013, at 10:00 a.m. (Eastern Daylight Saving Time)Central Time on [•], 2023. This year’s Annual Meeting will be a virtual meeting held over the internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/DWSN2023 and entering your control number contained on your proxy card. The Annual Meeting will be held for the following purposes:

1.
To elect sixfive directors to serve until the next annual meeting of shareholders and until their respective successors shall be elected and qualified;

​
2.
To cast an advisory vote to approve named executive officer compensation;

3.To approveamend the amendment to the Company’s restated articlesRestated Articles of incorporation to increase the authorized number of shares of TGC Common Stock to 35,000,000 and make other amendments to conform with the requirementsIncorporation, as amended, of the Texas Business Organizations Code;Company (the “Charter”) to remove Section 7(6)(f) requiring a supermajority vote for business combinations;

​
3.


To amend the Charter to permit shareholders to take non-unanimous action by written consent;
​
4.
To ratify the selection of Lane Gorman Trubitt, PLLCRSM US LLP as the Company’s Independent Registered Public Accounting Firm; and

independent registered public accounting firm for the fiscal year ending December 31, 2023;

​
5.
To vote upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement; and
​
6.
To transact such other business as may properly come before the annual meeting and any adjournment thereof.

Information regarding matters to be acted upon at the annual meeting is contained in the accompanying Proxy Statement.  Only shareholders of record at the close of business on April 9, 2013, are entitled to notice of and to vote at the annual meeting and any adjournment thereof.

All shareholders are cordially invited to attend the annual meeting.  Whether or not you plan to attend, please complete, sign, and return promptly the enclosed proxy in the accompanying addressed envelope for which postage is prepaid.  You may revoke the proxy at any time before the commencement of the annual meeting.

By Order of the Board of Directors:

James K. Brata

Secretary

Plano, Texas

May 3, 2013

IMPORTANT

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING.

​

SOLICITATION OF PROXIES

This Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Board of Directors of TGC Industries, Inc. (the “Company” or “TGC”) for the Annual Meeting of Shareholders to be held at the University Club, 1 West 54th Street, New York, New York 10019, on June 4, 2013, at 10:00 a.m. (Eastern Daylight Saving Time), and at any adjournment thereof, for the purpose of submitting to a vote of the shareholders the actions and proposals set forth in this Proxy Statement.  The Notice of Meeting, the form of Proxy, and this Proxy Statement are being mailed to the Company’s shareholders on or about May 3, 2013.

Although solicitation (the total expense of which will be borne by the Company) is to be made primarily through the mail, the Company’s officers and employees and those of its transfer agent may solicit proxies personally, by telephone, facsimile, electronic mail or other forms of communication, but in such event no additional compensation will be paid by the Company for such solicitation.  Further, brokerage firms, fiduciaries, and others may be requested to forward solicitation material regarding the annual meeting to beneficial owners of the Company’s common stock, par value $.01 per share (the “Common Stock”), and in such event the Company will reimburse them for all reasonable out-of-pocket expenses so incurred.

A copy of the Annual Report to shareholders of the Company for its fiscal year ended December 31, 2012, is being mailed with this Proxy Statement to all such shareholders entitled to vote, but does not form any part of the information for solicitation of proxies.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders

to be Held on June 4, 2013

This Proxy Statement, the accompanying proxy card, and the Company’s 2012 Annual Report to Shareholders are available at www.tgcseismic.com/proxy.

RECORD DATE AND VOTING SECURITIES

The Board of Directors of the Company has fixed the close of business on April 9, 2013 (the “Record Date”)November [•], 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting.  AsAnnual Meeting and at any adjournment or adjournments thereof.

DATED this [•] day of November, 2023.
​​​​BY ORDER OF THE BOARD OF DIRECTORS​
​​​​
[MISSING IMAGE: sg_jameskbrata-bw.jpg]
​
​​​​James K. Brata,​
​​​​Secretary​

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IMPORTANT
To be sure your shares are represented at the Annual Meeting, please vote (1) by calling the toll-free number (800) 690-6903 and following the prompts; (2) by Internet at 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 shareholder 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 Annual Meeting (via the live audio webcast). You may vote at the Annual Meeting even if you send in your Proxy Card, vote by telephone or vote by Internet. The vote you submit electronically at the Annual Meeting will supersede any prior vote.

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TABLE OF CONTENTS
​​​Page​
Solicitation of Proxy
​​​​1​​
Purpose of Meeting
​​​​1​​
Voting Rights
​​​​1​​
Proposal 1: Election of Directors
​​​​4​​
Directors
​​​​4​​
Additional Information Regarding the Board of Directors
​​​​5​​
Proposal 2: Charter Amendment to Remove Supermajority Vote for Business Combinations
​​​​17​​
Proposal 3: Charter Amendment to Permit Shareholders to Take Non-Unanimous Action by Written
Consent
​​​​19​​
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm
​​​​21​​
Fees Paid to Independent Registered Public Accounting Firms
​​​​21​​
Audit Committee Report
​​​​21​​
Proposal 5: Advisory Vote on Executive Compensation
​​​​23​​
Shareholder Proposals for Next Annual Meeting
​​​​24​​
Householding
​​​​24​​
Other Matters
​​​​24​​
Additional Information About the Company
​​​​26​​

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS
To Be Held [•], [•], 2023
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board of Directors”) of Dawson Geophysical Company (the “Company”, “our” or “we”) for use at our Annual Meeting of Shareholders (the “Annual Meeting”) to be held on [•], [•], 2023 at 10:00 a.m. Central Time via live audio webcast at www.virtualshareholdermeeting.com/DWSN2023, 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 November [•], 2023.
Any shareholder 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 Annual Meeting (via the live audio webcast) and withdrawing the proxy.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of Shareholders 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.
To elect five directors to serve until the next annual meeting of shareholders and until their respective successors shall be elected and qualified;
​
2.
To amend the Restated Articles of Incorporation, as amended, of the Company (the “Charter”) to remove Section 7(6)(f) requiring a supermajority vote for business combinations;
​
3.
To amend the Charter to permit shareholders to take non-unanimous action by written consent;
​
4.
To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;
​
5.
To vote upon a non-binding advisory resolution regarding the compensation of our named executive officers as disclosed in this Proxy Statement; and
​
6.
To transact such other business as may properly come before the meeting and any adjournment thereof.
​
VOTING RIGHTS
Right to Vote and Record Date
Our voting securities consist solely of common stock, par value $0.01 per share (“Common Stock”).
The record date for shareholders entitled to notice of and to vote at the Annual Meeting was the close of business on November [•], 2023, at which time there were 20,807,502[•] shares of Common Stock outstanding.

The Company’s Restated Articles of Incorporation authorize 25,000,000 shares of Common Stock.  In voting on all matters expectedentitled to come beforevote at the annual meeting, a shareholder will beAnnual Meeting. Shareholders are entitled to one vote, in person (via the live audio webcast) or by proxy, for each share of Common Stock held in his, her, or itstheir name on the Record Date.  The Company’s Restated Articlesrecord date.


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Quorum
Shareholders representing a majority of Incorporation prohibit cumulative voting.

ACTION TO BE TAKEN AND VOTE REQUIRED

Action willthe Common Stock outstanding and entitled to vote must be takenpresent (via the live audio webcast) or represented by proxy to constitute a quorum.

Voting at the annual meeting to:  (1) elect six members to the Board of Directors; (2) cast an advisory vote to approve named executive officer compensation; (3) approve the amendment to the Company’s restated articles of incorporation to increase the authorized number ofAnnual Meeting
If your shares of TGC Common Stock are registered directly with American Stock Transfer & Trust Company, LLC, you are a “record holder” and may vote in person (via the live audio webcast) at the Annual Meeting by visiting www.virtualshareholdermeeting.com/DWSN2023 and entering your control number contained on your proxy card. If a bank, broker or other nominee holds your shares for your benefit but not in your own name, your shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to 35,000,000use in voting your shares. The availability of telephone and makeinternet voting depends on the voting procedures of your bank, broker or other amendmentsnominee. Please follow the instructions on the voting instruction form they send you. If your shares are held in the name of your bank, broker or other nominee and you wish to conformvote in person (via the live audio webcast) at the Annual Meeting, you will need to ask your broker or bank for a control number and your broker or bank will provide you with the requirements of the Texas Business Organizations Code; (4) ratify the selection of Lane Gorman Trubitt, PLLC as the Company’s Independent Registered Public Accounting Firm; and (5) transact such other business as may properly come before the annual meeting and any adjournment thereof.  Each proxy will be voted in accordance with the directions specified thereon and otherwise in accordance with the judgment of the persons designated as proxies.  Any proxyinstructions that is validly executed but on which no directionsyou must follow to have your shares voted.
Voting by Proxy
Whether or not you are specified will be voted:  (i) FOR the election of the six nominees for directors, (ii) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (iii) FOR the

1


approval of the amendment to the Company’s restated articles of incorporation to increase the authorized number of shares of TGC Common Stock to 35,000,000 and make other amendments to conform with the requirements of the Texas Business Organizations Code; and (iv) FOR the ratification of Lane Gorman Trubitt, PLLC as the Company’s Independent Registered Public Accounting Firm.  Any person executing the enclosed proxy may nevertheless revoke it at any time prior to the actual voting thereof by filing with the Secretary of the Company either a written instrument expressly revoking it or a duly executed proxy bearing a later date.  Furthermore, such person may nevertheless electable to attend the annual meetingAnnual Meeting (via the live audio webcast), we urge you to vote by proxy.

Vote Required
All proposals other than election of directors and the two proposals to amend the Charter will require the affirmative vote in person in which eventof a majority of the Common Stock present (via the live audio webcast) or represented by proxy will be revoked.

Shareholders electat the nominated directorsAnnual Meeting and entitled to vote thereon. Directors are elected by a plurality of the votes cast at the annual meeting.cast. This means that the director nominees with regardthe most votes are elected, regardless of whether any nominee receives a majority of votes cast. Approval of the two proposals to Proposal No. 1,amend the shareholdersCharter will elect the six persons receiving the highest number of “for” votes at the annual meeting.  With regard to Proposal No. 3,each require the affirmative vote of the holders of two-thirds (2/3rds)eighty percent (80%) or more of the issued and outstanding shares of common stock as ofCommon Stock outstanding on the Record Date is required for the shareholdersrecord date.

With regard to approve the amendment to the Company’s restated articles of incorporation.  The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will constitute approval of all other proposals.  Abstentions are voted as “shares present” at the annual meeting for purposes of determining whether a quorum exists.  In the election of the 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 vote.  Abstentionselection of directors. Cumulative voting for election of directors is not authorized.
With regard to each of the proposals to amend the Charter, abstentions and broker non-votes will be counted as present for the purposes of determining if a quorum is present but will have the same effect as a vote against each of the proposed Charter amendments. A failure to vote shares will also have the effect of a vote against alleach of the proposed Charter amendments. Each of the Charter amendment proposals is not conditional upon the receipt of the other proposals.Charter amendment proposal. If one Charter amendment proposal is approved, but the other Charter amendment proposal is not approved, then the Charter will only be amended to reflect the approved Charter amendment proposal.
With regard to the proposal to ratify the selection of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2023, 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.
With regard to the proposal to approve a non-binding advisory resolution on the compensation of our named executive officers as disclosed in this Proxy Statement, 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. This vote is advisory in nature and will not be binding on the Company.
Abstentions and Broker Non-Votes
Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. Abstentions are also considered to be present at the Annual Meeting and entitled to vote on any

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matter from which the shareholder abstains. Generally, a bank, broker or other nominee may vote the shares that it holds for you only in accordance with your instructions. However, if your bank, broker or other nominee has not received your instructions, your bank, broker or other nominee has the discretion to vote only on certain matters that are routine. A “broker non-vote” occurs if your bank, broker or other nominee cannot vote on a particular matter because your bank, broker or other nominee has not received instructions from you and because the proposal is not routine. Therefore, for purposes of determining the outcome of any matter to be voted upon as to which the broker has indicated on the proxy that itthe broker does not have discretionary authority to vote, these shares will be treated as shares not present at the Annual Meeting and will not be entitled to vote with respect to that matter.  However, suchmatter, even though those shares willare considered to be considered present and entitled to voteat the Annual Meeting for quorum purposes so long as they areand may be entitled to vote on other matters.

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 SHAREHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE SHARES REPRESENTED BY THE SHAREHOLDER’S PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED BELOW UNDER “PROPOSAL NO. 11: ELECTION OF DIRECTORS

”; FOR THE PROPOSAL TO AMEND THE CHARTER TO REMOVE THE SUPERMAJORITY VOTE FOR BUSINESS COMBINATIONS AS DISCLOSED IN THIS PROXY STATEMENT AS DESCRIBED UNDER “PROPOSAL 2: CHARTER AMENDMENT TO REMOVE SUPERMAJORITY VOTE FOR BUSINESS COMBINATIONS”; FOR THE PROPOSAL TO AMEND THE CHARTER TO PERMIT SHAREHOLDERS TO TAKE NON-UNANIMOUS ACTION BY WRITTEN CONSENT AS DISCLOSED IN THIS PROXY STATEMENT AS DESCRIBED UNDER “PROPOSAL 3: CHARTER AMENDMENT TO PERMIT SHAREHOLDERS TO TAKE NON-UNANIMOUS ACTION BY WRITTEN CONSENT”; FOR THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS SET FORTH UNDER “PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”; FOR THE PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT AS DESCRIBED UNDER “PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION”; 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 to be Held on [•], 2023
This Proxy Statement and our 2022 Annual Report on Form 10-K are available on our website at www.dawson3d.com in the “Financial Reports” area of the “Investor Relations” section.

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PROPOSAL 1:
ELECTION OF DIRECTORS

Six

Five directors are to be elected at the annual meetingAnnual Meeting to comprise the entire membership of the Company’s Board of Directors. All of our nominees have announced that they are available for election to the Board of Directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees shown below to serve until the next annual meeting of shareholders and until their respective successors shall be elected and qualified. Our nominees for the five directorships are:
Matthew Wilks
Bruce Bradley
Albert Conly
Jose Carlos Fernandes
Sergei Krylov
For information about each nominee, see “Directors” below.
The Company’s Board of Directors is currently comprised of six members.  The nominees for election were recommended to the Board of Directors by a majority of the independent directors of the Board.

Although it is not contemplatedrecommends that any nominee will be unable to serve as a director, in such event the proxies will be voted by the holders thereof for such other person as may be designated by the current Board of Directors.  The management of the Company has no reason to believe that anyyou vote FOR all of the nominees will be unable or unwilling to serve if elected to office, and to the knowledge of management the nominees intend to serve the entire term for which election is sought.

Mr. Wayne A. Whitener, the Company’s President and Chief Executive Officer, is the only executive officer of the Company who is a nominee as set forth below.  listed above.

DIRECTORS
There are no family relationships by blood, marriage, or adoption between any director, executive officer, or any person nominated or chosen by the Company to become an executive officer or a director. The information set forth below with respect to each of the nomineesdirectors has been furnished by each respective nominee.

2


Name Age, and Business Experience

​

Positions with Company

​		Age​​Position​

Matthew Wilks

​

​

Wayne A. Whitener, 61
40

​​Director of the Company since 1984; President of the Company since July 1986; Chief Executive Officer of the Company since 1999; Chief Operating Officer of the Company from July 1986 to December 1998; Vice President of the Company from 1983 to July 1986; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2008; and Director of Chase Packaging Corporation, a development stage company, since 2009. Mr. Whitener was selected to serve as a director of the Company because of his depth of understanding of the Company’s operations, his strong leadership skills, his extensive employment experience with the Company, and his significant industry and management expertise.

Chief Executive Officer, President, and Director

Allen T. McInnes, Ph.D., 75
Director of the Company since 1993; Chairman of the Board from July 1993 to March 2004 and Presiding Director of the Board since March 2004; Secretary of the Company from November 1997 to March 2004; Chief Executive Officer of the Company from August 1993 to March 1996; Director of Tetra Technologies, a chemical manufacturer, from 1993 to 2012; President and Chief Executive Officer of Tetra Technologies, Inc. from April 1996 to January 2000; Chairman of the Board, President, and Treasurer of Chase Packaging Corporation, a development stage company, since 1997; and Dean of the Rawls College of Business at Texas Tech University from September 2001 to September 2012. Dr. McInnes was selected to serve as a director of the Company due to his extensive background as an experienced leader of major organizations, his experience serving on the boards of other public companies, and his experience as chief executive officer of another public company. In addition, Dr. McInnes’ experience as Dean of the Business School at Texas Tech University provides the Board with a link to developments in business management practices. Dr. McInnes qualifies as an “audit committee financial expert” under the guidelines of the Securities and Exchange Commission.

Director

​

Bruce Bradley

​

​		65​​Director​

William J. Barrett, 73
Albert Conly

​​67​​Director of the Company since 1980; Secretary of the Company from 1986 to November 1997; President of W. J. Barrett Associates, Inc., an investment banking firm, since June 2009; President of Barrett-Gardner Associates, Inc., an investment banking firm, from November 2002 until June 2009; previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; ​
Jose Carlos Fernandes​​57​​Director Executive Vice President, and Secretary of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979; ​
Sergei Krylov​​45​​Director of Babson Corporate Investors, a closed-end investment company, since July of 2006; Director of Babson Participation Investors, a closed-end investment company, since July of 2006; Director of Chase Packaging Corporation, a development stage company, since 2001. Mr. Barrett brings​
Matthew Wilks.   Matthew D. Wilks was appointed to the Board of Directors of the Company keen business and financial judgment and an extraordinary understanding of the Company’s business, history, and organization, as well as extensive leadership experience.

Director

3


Name, Age, and Business Experience

Positions with Company

Herbert M. Gardner, 73
Director of the Company since 1980; Executive Vice President of Barrett-Gardner Associates, Inc., an investment banking firm, from November 2002 until June 2009; and previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Chairman of the Board of Supreme Industries, Inc. (“Supreme”), a manufacturer of specialized truck bodies and shuttle buses, since 1979; Chief Executive Officer of Supreme from 1979 to January 2011; President of Supreme from June 1992 to February 2006; Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company, since 2000; Director of Chase Packaging Corporation, a development stage company, since 2001; former Director of Nu-Horizons Electronics Corp., an electronics component distributor, from 1984 until January 2011; and former Director of MKTG, Inc., a marketing and sales promotion company, from 1997 until January 2010. Mr. Gardner was selected to serve as a director of the Company due to his extensive management experience, his deep understanding of the Company and its history and organization, his strong leadership skills, his outstanding business and financial judgment, and his experience as chief executive officer of another public company.

Director

Edward L. Flynn, 78
Director of the Company since 1999; Owner of Flynn Meyer Company, a management company for the restaurant industry, since 1976; Director and Treasurer of Citri-Lite Co., a soft drink company, since 1994; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2007; Director of Bioject Medical Technologies, Inc., a medical device company, since 2007; and Director of Chase Packaging Corporation, a development stage company, since 2007. Mr. Flynn is an experienced leader of large organizations and brings to the Board of Directors of the Company strong executive management skills and experience serving on the boards of other public companies.

Director

Stephanie P. Hurtt, 68
Director of the Company since 2007; Member of Finance Committee of McKee Botanical Garden since 2006; Member of Board of Directors and First Vice-President of McKee Botanical Garden since 2008; Member of Indian River Medical Center Foundation Advisory Board; former Treasurer of Navesink River Auxiliary for Riverview Hospital; former Assistant in the Development Office and Secretary to the Headmaster of The Rumson Country Day School; and recipient of B.S., Business Administration from Simmons College, Boston, MA. Ms. Hurtt was selected to serve as a director of the Company due to her experience serving on the boards of other organizations through which she has exhibited significant leadership experience.

Director

The Company’s Board of Directors recommends that you vote FOR all of the nominees listed above.

4


EXECUTIVE OFFICERS

Name, Age, and Business Experience

Positions with Company

Wayne A. Whitener, 61
Director of the Company since 1984; President of the Company since July 1986; Chief Executive Officer of the Company since 1999; Chief Operating Officer of the Company from July 1986 to December 1998; Vice President of the Company from 1983 to July 1986; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2008; and Director of Chase Packaging Corporation, a development stage company, since 2009.

Chief Executive Officer, President, and Director

Daniel G. Winn, 62
Executive Vice President of the Company since November 2009; Vice President of the Company from June 2004 to November 2009; Operations Manager of the Company from August 1997 to June 2004; Operations Supervisor of the Company from January 1990 to August 1997; and Operations Supervisor for Halliburton Geophysical from January 1988 to January 1990.

Executive Vice President

James K. Brata, 57
Secretary and Treasurer of the Company since March 2009; Chief Financial Officer of the Company since October 2008; Vice President of the Company since June 2008; Assistant Corporate Controller for Sport Supply Group from February 2007 to October 2007; President of South TX Outfitters from July 2002 to December 2006. Mr. Brata holds a B.S. degree in Accounting, a Master of Business Administration degree, and is a Certified Public Accountant.

Vice President, Chief Financial Officer, Secretary, and Treasurer

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following tabulation sets forth the names of those persons who are known to the Company to be the beneficial owner(s) as of the Record Date of more than five percent (5%) of the Common Stock.  Such tabulation also sets forth the number of shares of Common Stock beneficially owned as of the Record Date by each of the Company’s directors, nominees for director, named executive officers, and all directors and executive officers of the Company on January 10, 2022. Mr. Wilks currently serves as Executive Chairman of the board of directors for ProFrac Holdings Corp. He has also served as the President of ProFrac Holdings, LLC since October 2018, and served as its Chief Financial Officer since May 2017. Mr. Wilks also has served as Vice President of Investments for Wilks Brothers, LLC, our controlling shareholder, since January 2012. From 2010 to 2012, Mr. Wilks served as Vice President of Logistics for FTSI. Additionally, Mr. Wilks served as a group.  Persons having direct beneficial ownership of Common Stock possess the sole voting and dispositive power in regard to such stock.  Asmember of the Record Date there were 20,807,502 sharesboard of Common Stock outstanding.

The following tabulation also includes Common Stock covered by vested options granted under the Company’s 2006 Stock Awards Plan, which options are collectively referred to as “Stock Options.”  The Stock Options have no voting or dividend rights.

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Name & Address
of Beneficial Owner

 

Title of Class

 

Amount & Nature of
Beneficial Ownership

 

Approximate
% of Class (1)

 

 

 

 

 

 

 

 

 

Wayne A. Whitener
TGC Industries, Inc.
101 E. Park Blvd., Ste 955
Plano, TX 75074

 

Common

 

20,950

(2)(6)

*

 

 

 

 

 

 

 

 

 

William J. Barrett
P. O. Box 6199
Fair Haven, NJ 07704

 

Common

 

2,019,673

(2)(3)

9.68

%

 

 

 

 

 

 

 

 

Herbert M. Gardner
P. O. Box 463
Wading River, NY 11792

 

Common

 

802,870

(2)(4)

3.84

%

 

 

 

 

 

 

 

 

Allen T. McInnes
4532 7th Street
Lubbock, TX 79416

 

Common

 

1,062,621

(2)

5.09

%

 

 

 

 

 

 

 

 

Edward L. Flynn
7511 Myrtle Avenue
Glendale, NY 11385

 

Common

 

1,634,965

(2)(5)

7.83

%

 

 

 

 

 

 

 

 

Stephanie P. Hurtt
P. O. Box 643695
Vero Beach, FL 32964

 

Common

 

394,786

(2)

1.90

%

 

 

 

 

 

 

 

 

Daniel G. Winn
TGC Industries, Inc.
101 E. Park Blvd., Ste 955
Plano, TX 75074

 

Common

 

77,847

(6)

*

 

 

 

 

 

 

 

 

 

James K. Brata
TGC Industries, Inc.
101 E. Park Blvd., Ste 955
Plano, TX 75074

 

Common

 

43,479

(6)

*

 

 

 

 

 

 

 

 

 

Royce & Associates, LLC
745 Fifth Avenue
New York, NY 10151

 

Common

 

1,472,138

(7)

7.08

%

6


Name & Address
of Beneficial Owner

 

Title of Class

 

Amount & Nature of
Beneficial Ownership

 

Approximate
% of Class (1)

 

 

 

 

 

 

 

 

 

Paradigm Capital Management, Inc.
Nine Elk Street
Albany, NY 12207

 

Common

 

1,960,966

(8)

9.42

%

 

 

 

 

 

 

 

 

All directors and officers as a group of eight (8) persons

 

Common

 

6,057,191

(2)(3)(4)(5)(6)

28.58

%

* Less than 1%

(1)The percentage calculations have been made in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Actdirectors of 1934, as amended.  In making these calculations, sharesApproach Resources, Inc., an energy and production company focused on exploration, development and production of Common Stock beneficially owned by a person as a result of the ownership of certain Stock Options were deemed to be currently outstanding solely with respect to the holders of such Stock Options.

(2)Includes the number of shares of Common Stock underlying Stock Options set forth opposite the person’s nameunconventional oil and gas resources in the following table, which shares are deemedUnited States.

Bruce Bradley.   Bruce F. Bradley was appointed to be beneficially owned for purposes hereof as a result of the ownership of Stock Options.

Stock Options

Wayne A. Whitener

15,950

William J. Barrett

73,523

Herbert M. Gardner

73,523

Allen T. McInnes

73,523

Edward L. Flynn

73,523

Stephanie P. Hurtt

73,523

All directors and officers as a group

383,565

(3)Includes 169,281 shares of Common Stock owned by William J. Barrett’s wife. Mr. Barrett has disclaimed beneficial ownership of these shares.

(4)Includes 76,622 shares of Common Stock owned by the Mary K. Gardner estate.  Mr. Gardner has disclaimed beneficial ownership of these shares.

(5)Includes 288,506 shares of Common Stock owned by Edward L. Flynn’s wife.  Mr. Flynn has disclaimed beneficial ownership of these shares.  Also includes 28,940 shares held by Flynn Meyer PSP&T #1.  Mr. Flynn has disclaimed beneficial ownership of these shares.

(6)Includes 5,000 shares of restricted stock for Mr. Whitener, and 8,750 shares of restricted stock for each of Messrs. Winn and Brata, one-half of which will vest on January 1, 2014 and the other half of which will vest on January 1, 2015, provided the recipient remains employed by the Company.  Messrs. Whitener, Winn and Brata have sole voting rights over all of their restricted stock shares but have disposition rights over only those restricted stock shares from which restrictions have been removed.

(7)Royce & Associates, LLC (“Royce”) filed a Schedule 13G/A on January 22, 2013, reporting that Royce owns and has sole voting and dispositive power over 1,472,138 shares of Common Stock.  All information presented above relating to Royce is based solely on the Schedule 13G/A.

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(8)Paradigm Capital Management, Inc. (“Paradigm”) filed a Schedule 13G/A on February 12, 2013, reporting that Paradigm owns and has sole voting and dispositive power over 1,960,966 shares of Common Stock.  All information presented above relating to Paradigm is based solely on the Schedule 13G/A.

Depositories such as The Depository Trust Company (Cede & Company) as of the Record Date held, in the aggregate, more than 5% of the Common Stock.  The Company understands that such depositories hold such shares for the benefit of various participating brokers, banks, and other institutions which are entitled to vote such shares according to the instructions of the beneficial owners thereof.  Except as noted in the table above, the Company has no reason to believe that any of such beneficial owners hold more than 5% of the Company’s outstanding voting securities.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and officers, and persons who own more than 10% of the Common Stock, to file with the Securities and Exchange Commission certain reports of beneficial ownership of Common Stock.  Based solely on copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all applicable Section 16(a) filing requirements were complied with by its directors, officers, and 10% shareholders during the last fiscal year.

BOARD OF DIRECTORS

Board Leadership Structure

The Company has in place a cost-effective, yet constructive and efficient, leadership structure.  The Board of Directors has not appointed a Chairman of the Board, butCompany on January 10, 2022. Mr. Bradley has designated Dr. McInnesserved as the Company’s presiding, or lead, independentPresident and Founder of Castleton Holdings, LLC, a privately held real estate investment company that engages in the acquisition and development of investment grade real estate, since 1993. Mr. Bradley is the managing principal and chief investment strategist, responsible for legal/financial structuring on all transactions, oversight of debt and equity relationships, setting investment strategy, creating deal flow, and supervision of asset management, leasing and sales activities. Mr. Bradley has more than 30 years of experience in the commercial real estate industry. Prior to forming Castleton Holdings he served in senior management roles with both commercial brokerage and development companies. Mr. Bradley holds a B.A. in Economics from the University of Nevada Las Vegas.

Albert Conly.   Albert Conly was appointed to the Board of Directors of the Company on April 12, 2022. Mr. Conly has served as a Senior Managing Director for FTI Consulting’s corporate finance practice since August of 2002 and has led FTI’s energy practice since 2019. Prior to joining FTI Consulting,

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Mr. Conly was a partner at PricewaterhouseCoopers LLP and a managing director who worksin the corporate and investment bank at Bank of America. Mr. Conly’s experience includes extensive time in the energy industry and five years of regulatory and compliance experience with ourthe Federal Deposit Insurance Corporation. Mr. Conly is a certified public accountant and has a B.B.A. in accounting from the University of Texas at Austin.
Jose Carlos Fernandes.   Jose Carlos Fernandes was appointed to the Board of Directors of the Company on April 12, 2022. Since January 2000, Mr. Fernandes has served as Chief Executive Officer and President of Chevy Chase Contractors, Inc., a private concrete contractor in Baltimore, Maryland that he founded, and has also served as Managing Partner of Reed Investments, LLC. Mr. Fernandes previously served as Vice President of Chevy Chase Construction, Inc., a private concrete contractor in Silver Spring, Maryland, from July 1988 until December 1999. Mr. Fernandes has a Bachelor of Arts in Economics from the University of Maryland.
Sergei Krylov.   Sergei Krylov was appointed to the Board of Directors of the Company on January 10, 2022. Mr. Krylov has been in the energy industry for more than 20 years, both as an investment banker and as an executive officer. Currently, Mr. Krylov serves as Investment Partner and Chief Financial Officer of Wilks Brothers, LLC. From 2014 to 2020, Mr. Krylov served as an executive at Approach Resources Inc., a NASDAQ listed exploration and production company focused on Permian basin, initially as Executive Vice President and Chief Financial Officer and subsequently as President and Chief Executive OfficerOfficer. From 2000 to manage our business operations.  We believe that this leadership structure has been effective and fits our history, culture, size, and operating characteristics and is therefore2013, Mr. Krylov worked at J.P. Morgan Securities LLC in the long-range best interestsEnergy Investment Banking group in New York and Houston, where he most recently served as Managing Director. During his career Mr. Krylov has executed numerous mergers and acquisitions, capital markets offerings and financial restructurings. Mr. Krylov holds a B.B.A. in finance from Pace University.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
“Independent” Directors
Messrs. Bradley, Conly and Fernandes qualify as “independent” in accordance with the published listing requirements of our shareholders.

The NASDAQ Stock Market (“NASDAQ”). Further, we have concluded that four independent directors, representing a majority of our Board of Directors, is appropriate given the size of our businessduring 2022 and enables the Company to obtain the benefits of diverse expertise, skill sets, and backgrounds for proper governance2023, each of the Company.members of the Audit Committee, Compensation Committee and Nominating Committee, as applicable, qualified as “independent” in accordance with the NASDAQ listing requirements. 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, to being cost effective, the Company has only four committees, one of which is an Audit Committee comprised solely of independent directors.  Our Audit Committee Charter is available at www.tgcseismic.com.  Matters relating to other governance issues including, but not limited to, nominating directors, are managedas further required by the Board of Directors.  This structure enables effective communication among the directors by utilizing their participation in all of the critical areas of governance, including risk oversight and interaction with management.

The Audit Committee has the responsibility to oversee the Company’s guidelines to govern the process by which risk assessment and risk management are undertaken by management.

Our Board of Directors and principal executive officers have significant ownership of the equity securities of the Company.  As a result, the Board of Directors believes that management focuses on both the short-term and long-term objectives of the Company with neither being disadvantaged by the other. Management bonuses each year are tied to the profitability of the Company and also to the future values of the Company’s equity securities through ownership of Common Stock and Stock Options.  As a result, the Board of Directors has concluded that the incentive promoting structure of the Company does not promote risks that are inappropriate for the operation of the business.

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The Board of Directors has assessed the composition of the Board and has concluded that the Board has the appropriate mix of business experience and skills to address effectively the Company’s business needs and challenges.  We believe thatNASDAQ rules, our Board of Directors has made a wide range of diversity with regardsubjective determination as to professional experience, skills, education, and other attributeseach independent director that contribute to the Board’s ability to operateno relationships exist that, in the long-range best interestsopinion of the Company’s shareholders.

Independence

The Board of Directors, has determined that the following four directors have no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, during 2022 and 2023, each of the members of the Audit Committee and Compensation Committee of our Board of Directors qualified as “independent” under special standards established by the Securities and Exchange Commission (“SEC”) for members of such 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, including that the person meets the relevant definition of an “independent” director. During the year ended December 31, 2022, Mr. Conly was the independent director who has been determined to be the audit committee financial expert, which was determined based on the Board’s qualitative assessment of Mr. Conly’s level of knowledge, experience and formal education. The designation does not impose on Mr. Conly any duties, obligations or liabilities that are “independent directors”greater than those that are generally imposed on him as that terma member of the Audit Committee and the Board of Directors, and Mr. Conly’s 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 year ended December 31, 2022, the Board of Directors held four regularly scheduled meetings and one additional meeting. All of our directors attended the regularly scheduled meetings.

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TABLE OF CONTENTS

Audit Committee.   The Audit Committee is defined in NASDAQ’s listing standards:  Allen T. McInnes, Herbert M. Gardner, Edward L. Flynn, and Stephanie P. Hurtt.

Committees and Meetingsa standing committee of the Board of Directors

Directors. The Company’s Executive Committee is comprised of Dr. McInnes and Messrs. Barrett and Gardner.  The Executive Committee, which met one time in 2012, is charged by the Company’s bylaws with the responsibility of exercising such authority of the Board of Directors as is specifically delegated to it by the Board, subject to certain limitations contained in the bylaws.

The Company’s Compensation Committee is comprised of Dr. McInnes, Mr. Flynn, and Ms. Hurtt.  The Compensation Committee met one time in 2012.  The Compensation Committee is responsible for the oversight of the Company’s executive compensation and benefit policies to ensure that they are fair, reasonable, and competitive.  The Compensation Committee does not rely on a Compensation Committee Charter.

The Company’s Audit Committee is comprised of Dr. McInnes, Mr. Gardner, Mr. Flynn, and Ms. Hurtt.  The Audit Committee conducted four meetings in 2012.  The purpose and functions of the Audit Committee are to: appoint or terminateto 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 select, engage and supervise our independent public accountants; and to determine and approve the fees paid to the independent auditors; evaluatepublic accountants. During 2022 and determine compensationcurrently, the members of the independent auditors; review the scope of the audit proposedAudit Committee are Messrs. Bradley, Conly (Chair) and Fernandes.

The Audit Committee operates under a written charter adopted by the independent auditors; review year-end financial statements prior to issuance; consult with the independent auditors on matters relating to internal financial controls and procedures; and make appropriate reports and recommendations to the Board of Directors.

The Company’s Stock Awards CommitteeDirectors that is comprised of Dr. McInnes, Mr. Flynn,periodically reviewed, updated and Ms. Hurtt.  The Stock Awards Committee did not meet during 2012, but unanimously consented to actions without meetings four times.  The Stock Awards Committee is responsible for awarding incentive stock options, nonqualified stock options, reload options, Common Stock, and restricted stock to key employees, directors, or individuals who provide substantial advice or other assistance to the Company so that they will apply their best efforts for the benefit of the Company.

The Company does not have a standing Nominating Committee, and nominations for directors are madeapproved by the Company’s independent directors.Audit Committee. The Board of Directors believes that, consideringinitially approved the sizeAudit Committee Charter effective as of February 11, 2015, and has subsequently updated, reviewed, and approved the Company and the Board of Directors, nominating decisions can be made effectively on a case-by-case basischarter. The Audit Committee Charter was most recently reviewed by the independent directors.

In carrying out the functions of a NominatingAudit Committee the independent directors do not rely on a NominatingOctober 27, 2020, and no changes were made. The Audit Committee Charter.  The independent directors of the Company utilize the following criteria as guidelines in considering nominations to the Company’s Board of Directors. The criteria include:

9


·personal characteristics, including such matters as integrity, age, education, diversity of background and experience, and absence of potential conflicts of interest with the Company or its operations;

·the availability and willingness to devote sufficient time to the duties of a director of the Company;

·experience in corporate management, such as serving as an officer or former officer of a publicly held company;

·experienceCharter is posted on our website at www.dawson3d.com in the Company’s industry and with relevant social policy concerns;

·experience as a board member of another publicly held company;

·academic expertise in an“Corporate Governance” area of the Company’s operations; and

·practical and mature business judgment.

“Investor Relations” section.

The criteria are not exhaustive, andAudit Committee Report for the independent directors and the Board of Directors may consider other qualifications and attributes that they believe are appropriateyear ended December 31, 2022 is included in evaluating the ability of an individual to serve asthis Proxy Statement beginning on page [•].
Compensation Committee.   The Compensation Committee is a memberstanding committee of the Board of Directors. The independent directors’ goalprimary function of the Compensation Committee is to assembledetermine that compensation for our officers is competitive and enables the Company to motivate and retain the talent needed to lead and grow our business. During 2022 and currently, the members of the Compensation Committee are Messrs. Bradley and Conly.
The Compensation Committee operates under a written charter adopted by the Board of Directors that brings tois periodically reviewed, updated and approved by the CompanyCompensation Committee. The Board of Directors initially approved the Compensation Committee Charter effective as of February 11, 2015. The charter is posted on our website at www.dawson3d.com in the “Corporate Governance” area of the “Investor Relations” section.
Nominating Committee.   The Nominating Committee is a variety of perspectives and skills derived from high quality business and professional experience. In order to ensure that the Board consists of members with a variety of perspectives and skills, the independent directors have not set any minimum qualifications and also consider candidates with appropriate non-business backgrounds. Other than ensuring that at least one memberstanding committee of the Board of Directors. During 2022 and currently, the members of the Nominating Committee are Messrs. Wilks and Krylov. The primary function of the Nominating Committee is a financial expertto determine the slate of director nominees for election to our Board of Directors. The Nominating Committee considers candidates recommended by our shareholders, directors, officers and outside sources, and considers each nominee’s 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 the Company and our shareholders. While the Company has no specific diversity policy, the Nominating Committee gives consideration to having an appropriate mix and diversity of backgrounds, skills and professional experiences on our Board of Directors, the qualifications that the overall compositionCommittee believes must be met by prospective nominees, qualities or skills that the Committee believes are necessary for one or more of the Board meets all applicable independence requirements, the independent directors do not require individualour directors to possess, any specific skills, althoughand standards for the independent directors do consider theoverall structure and composition of our Board of Directors. The same criteria set forth above in considering nominationswould be evaluated with respect to candidates recommended by shareholders.
In accordance with our Bylaws, shareholders who wish to have their nominees for election to the Board of Directors.  Instead,Directors considered by the Nominating Committee must submit such nomination to our Secretary for receipt not less than 60 days nor more than 90 days prior to the anniversary date of the date on which the Company first mailed its proxy materials for the preceding annual meeting of shareholders. Pursuant to our Bylaws, the notice of nomination is required to contain certain information about both the nominee and the shareholder making the nomination, including information sufficient to allow the independent directors evaluate potential nominees basedto determine if the candidate meets the criteria for Board of Director membership. A nomination that does not comply with the above procedure will be disregarded.
The Nominating Committee operates under a written charter adopted by the Board of Directors. The Board of Directors initially approved the Nominating Committee Charter effective as of February 11, 2015. The charter is posted on our website at www.dawson3d.com in the contribution such nominee’s background and skills could have upon the overall functioning“Corporate Governance” area of the Board.

Acting in the capacity of a Nominating Committee, the independent directors have not adopted any policy with regard to the consideration of director candidates recommended by security holders for the reason that such a policy is deemed unnecessary since at no time in the history of the Company has any such recommendation ever been received from any of the Company’s security holders.

“Investor Relations” section.


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During the fiscal year ended December 31, 2012,2022, the Board of Directors held six specialfour meetings, in addition to its regular meeting.  Allthe Audit Committee held four meetings, the Compensation Committee held no meetings, and the Nominating Committee held no meetings. Each of the directors listed herein attended 75% or more of the total meetings of the Board of Directors and all of the committees on which they serveserved during 2012.

2022.

Director Qualifications
The Company encourages all directors to attend its Annual Meeting of Shareholders.  Allfollowing is a brief discussion of the directors attended the 2012 Annual Meeting of Shareholders.

Code of Ethics

The Company has adopted a Code of Ethicsexperience, qualifications, attributes and skills that appliesled us to the Company’s executive officers andconclusion that our directors includingshould serve as Directors for the Company’s principal executive officer and principal financial and accounting officer.  A copyCompany: For our Chairman of the CodeBoard, Mr. Wilks, his leadership qualities, tenure as Chairman of Ethics may be obtained without charge by written request toProFrac Holdings and long experience in the Companyoil and gas service industry. For Mr. Bradley, his extensive experience in management as follows:  TGC Industries,President of Castleton Holdings and knowledge of investment and corporate strategies. For Mr. Conly, his accounting experience at PricewaterhouseCoopers LLP and his finance background at FTI Consulting. For Mr. Fernandes, his extensive knowledge of running a successful business as CEO and President of Chevy Chase Contractors, Inc., 101 Park Blvd., Suite 955, Plano, Texas 75074, Attn: James K. Brata, Secretary.

10


Shareholder Communications

The Company has established For Mr. Krylov, his significant knowledge of the oil and gas industry acquired during his time as CFO of Wilks Brothers, LLC, as CEO of Approach Resources Inc, and while a process for shareholders to send their communications to the Managing Director of J.P. Morgan Securities LLC.

Board of Directors. Any shareholder who desires to contact an individual director, the entireDirectors’ Role in Risk Oversight
The Board of Directors is generally responsible for risk oversight. Management has implemented internal processes to identify and evaluate the risks inherent in the Company’s business and to assess the mitigation of those risks. Our Board of Directors’ leadership structure, including the Audit Committee’s responsibility to oversee any significant financial risk exposures and our practice of a high degree of interaction between our directors and members of senior management, facilitates and provides this oversight function. Management reports either to the Audit Committee or a committee of the full Board of Directors, may mail a written communication todepending on the Secretary, TGC Industries, Inc., 101 E. Park Blvd., Suite 955, Plano, Texas 75074.  The Secretary will submit all shareholder communications totype of risk involved, regarding the appropriate directors, unless the communication is frivolous or includes advertising, solicitation for business, requests for employment, requests for contribution, or a communication of a similar nature. A shareholder communication relating to the Company’s accounting, internal accounting controls, or auditing will be referred to the members of the Audit Committee.

The Secretary will send a written acknowledgment to a shareholder upon receipt of his or her communication submitted in accordance with the provisions set forth in this Proxy Statement unless such shareholder communication is frivolous or includes advertising, solicitation for business, requests for employment, requests for contribution, or a communication of a similar nature. A shareholder wishing to contact the directors may do so anonymously; however, shareholders are encouraged to provide the name in which the Company’s shares of stock are heldidentified risks and the numbermitigation strategies planned or in place to address such risks.

DIRECTOR COMPENSATION
For services performed in 2022, each non-employee director received fees on average of such shares held.

The following communications to the directors will not be considered a shareholder communication: (i) communication from a Company officer or director; (ii) communication from a Company employee or agent, unless submitted solely in such employee’s or agent’s capacity as a shareholder; and (iii) any shareholder proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act$112,000, consisting of 1934, as amended.

Compensation Committee Interlocks and Insider Participation

From October 16, 2007 to March 5, 2012, the membersannualized compensation of the Compensation Committee were Dr. McInnes, Mr. Gardner, Mr. Flynn, and Ms. Hurtt.  On March 5, 2012, Mr. Gardner stepped down from the Compensation Committee.  Messrs. Gardner and Whitener also serve as directors$125,000 representing quarterly cash payments of Supreme Industries, Inc. (“Supreme”).  Dr. McInnes and Messrs. Barrett, Gardner, Flynn, and Whitener also serve as directors of Chase Packaging Corporation (“Chase”).  Mr. Barrett serves as Executive Vice President (Long Range and Strategic Planning), Assistant Treasurer and Secretary of Supreme.  Dr. McInnes serves as President and Treasurer of Chase, Mr. Gardner serves as Vice President of Chase, and Mr. Barrett serves as Secretary of Chase.

REPORT OF THE AUDIT COMMITTEE

The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board of Directors, include providing oversight to the Company’s financial reporting process through periodic meetings with the Company’s independent auditors and management to review accounting, auditing, internal controls, and financial reporting matters. The Audit Committee Charter is available at www.tgcseismic.com.

Theapproximately $31,250. In addition, members of the Audit Committee are independent as defined in NASDAQ’s listing standards (which isreceived annualized compensation of $18,000, with the national securities exchange definitionChairman receiving an additional $6,000 representing quarterly cash payments of “independent” the Audit Committee has chosen to use as required under Securitiesapproximately $4,500 and Exchange Commission rules).  All members$1,500, respectively. Members of the AuditCompensation Committee received an additional annualized compensation of $6,000 representing quarterly cash payments of $1,500. For services performed in the first quarter of 2022, cash compensation of $21,000 and $24,000 was paid to previous board members Mr. Vander Ploeg and Mr. North, respectively. 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 2022, and consequently, are financially literate andnot included in the table below.

Directors who are able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. Thealso full-time officers or employees of the Company receive no additional compensation for serving as directors. During 2022, the Company did not have any member of our Board of Directors has determined that Dr. McInnes qualifies aswho was also an “Audit Committee Financial Expert” as defined by applicable Securities and Exchange Commission rules, and his experience and background are described above under the heading “Proposal No. 1, Election of Directors.”  The managementexecutive officer of the Company is responsible forCompany. During 2022, the preparation and integrityCompany’s Chairman of the financial reporting information and related systems of internal controls. board Matthew Wilks declined any compensation.
The Audit Committee, in carrying out its role, relies ontable below summarizes the Company’s senior management, including senior financial management, and its independent auditors. The Audit Committee has the authority and

11


available fundingtotal compensation paid to engage any independent legal counsel and any accounting or other expert advisors as necessary to carry out its duties.

We have reviewed and discussed with senior management the Company’s audited financial statements included in the 2012 Annual Report to Shareholders. Management has confirmed to us that such financial statements:  (i) have been prepared with integrity and objectivity and are the responsibility of management; and (ii) have been prepared in conformity with accounting principles generally accepted in the United States of America.

We have discussed with Lane Gorman Trubitt, PLLC, the Company’s independent accountants, the matters required to be discussedearned by Statement of Auditing Standards (“SAS”) No. 61, “Communications with Audit Committees,” as amended and as adopted by the Public Company Accounting Oversight Board (“PCAOB”).  SAS No. 61 requires the Company’s independent accountants to provide us with additional information regarding the scope and results of their audit of the Company’s financial statements, including with respect to:  (i) their responsibility under auditing standards of the PCAOB (United States); (ii) significant accounting policies; (iii) management judgments and estimates; (iv) any significant audit adjustments; (v) any disagreements with management; and (vi) any difficulties encountered in performing the audit.

We have received from Lane Gorman Trubitt, PLLC a letter providing the disclosures required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” with respect to any relationships between Lane Gorman Trubitt, PLLC and the Company that in its professional judgment may reasonably be thought to bear on its independence.  Lane Gorman Trubitt, PLLC has discussed its independence with us and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws.

Based on the review and discussions described above with respect to the Company’s audited financial statements included in the Company’s 2012 Annual Report to Shareholders, we recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. That is the responsibility of management and the Company’s independent accountants. In giving our recommendation to the Board of Directors, we have relied on:  (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles; and (ii) the report of the Company’s independent accountants with respect to such financial statements.

The Audit Committee:

Allen T. McInnes, Chairman

Herbert M. Gardner

Edward L Flynn

Stephanie P. Hurtt

12


Audit and Non-Audit Fees

The following table presents the aggregate fees billed by the Company’s Independent Registered Public Accounting Firm, Lane Gorman Trubitt, PLLC (the “Independent Auditor”), for professional services rendered for the auditseach of our annual financial statements and audit-related fees, tax fees, and all other fees for the fiscal years ended December 31 of 2012 and 2011, as compiled on an invoice-date basis:

 

 

2012

 

2011

 

 

 

 

 

 

 

Audit fees (1)

 

$

172,456

 

$

158,033

 

Audit-related fees (2)

 

11,175

 

10,850

 

Tax fees (3)

 

77,815

 

64,055

 

Other fees (4)

 

—

 

34,830

 

Total fees

 

$

261,446

 

$

267,768

 

(1)Audit fees for professional services rendered in connection with the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2012 and 2011, and the reviews of the financial statements included in the Company’s quarterly reports.

(2)Audit-related fees are fees for benefit plan audits and various other assurance services.

(3)Tax fees consist of fees for professional services rendered to the Company for tax compliance.

(4)Other fees consist of fees for professional services rendered for the Company’s entry into and subsequent termination of a material definitive agreement.

The Audit Committee has the sole authority to authorize all audit and non-audit services to be provided by the Independent Auditor engaged to conduct the annual audit of the Company’s financial statements.  In addition, the Audit Committee has adopted pre-approval policies and procedures that are detailed as to each particular service to be provided by the Independent Auditor, and such policies and procedures do not permit the Audit Committee to delegate its responsibilities under the Securities Exchange Act of 1934, as amended, to management.  The Audit Committee pre-approved fees for all audit and non-audit services provided by the Independent Auditor during the fiscal years ended December 31, 2012 and 2011.

The Audit Committee has advised the Company that it has determined that the non-audit services rendered by the Company’s Independent Auditornon-employee directors during the year ended December 31, 2012, were compatible2022.

Name​​
Fees Earned or
Paid in Cash
​​
Stock Awards(1)
​​Option Awards​​
All Other
Compensation
​​Total​
Mark A. Vander Ploeg​​​$21,000​​​​$   —​​​​$   —​​​​$   —​​​​$21,000​​
Ted R. North​​​​24,000​​​​​​​​​​​​​​​​​​​​​​​24,000​​
Matthew Wilks​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Bruce Bradley​​​​134,250​​​​​—​​​​​—​​​​​—​​​​​134,250​​

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Name​​
Fees Earned or
Paid in Cash
​​
Stock Awards(1)
​​Option Awards​​
All Other
Compensation
​​Total​
Albert Conly​​​​116,250​​​​​—​​​​​—​​​​​—​​​​​116,250​​
Jose Carlos Fernandes​​​​107,250​​​​​—​​​​​—​​​​​—​​​​​107,250​​
Sergei Krylov​​​​93,750​​​​​—​​​​​—​​​​​—​​​​​93,750​​
​
(1)
The amounts in this column reflect the dollar amount the Company recognized as an expense with maintainingrespect to stock awards for financial statement reporting purposes during the independence of such accountants.

EXECUTIVE COMPENSATION

Compensation Discussionyear ended December, 31, 2022, in accordance with ASC 718.

​
Messrs. Vander Ploeg and Analysis

Overview of Compensation

From October 16, 2007 to March 5, 2012, the membersNorth resigned from their positions as directors of the Compensation Committee were Dr. McInnes, Mr. Gardner, Mr. Flynn, and Ms. Hurtt.  OnCompany on March 5, 2012, Mr. Gardner stepped down from the Compensation Committee.  23, 2022.

EXECUTIVE OFFICERS
The responsibilitiesfollowing individuals are currently serving as executive officers of the Compensation Committee include establishingCompany.
Name​​Age​​Position​
Stephen C. Jumper​​61​​President and Chief Executive Officer​
James K. Brata​​67​​Chief Financial Officer, Executive Vice President, Secretary and Treasurer​
C. Ray Tobias​​65​​Chief Operating Officer and Executive Vice President​
Anthony Clark​​66​​Executive Vice President and Chief Business Officer​
Stephen C. Jumper.   Mr. Jumper, a geophysicist, joined Dawson Geophysical Company in 1985, was elected Vice President in September 1997, and implementingPresident, Chief Operating Officer and Director in January 2001. In January 2013, Mr. Jumper was elected Chairman of the Company’s overall executive compensation philosophy.  Throughout this Proxy Statement,Board of Directors of Dawson Geophysical Company. Prior to 1997, Mr. Jumper served Dawson Geophysical Company as manager of technical services with an emphasis on 3-D processing. Mr. Jumper has served the individuals who servedPermian Basin Geophysical Society as the Company’sSecond Vice President (1991), First Vice President (1992), and as President (1993). Mr. Jumper was appointed as President, Chief Executive Officer and Chairman of the Board of Directors of the Company in February 2015.
James K. Brata.   Mr. Brata was named Executive Vice President, Chief Financial Officer and Treasurer in February of 2015. Effective May 5, 2016, Mr. Brata was also named Secretary of the Company. Mr. Brata joined TGC Industries, Inc. (“TGC”) in 2008 in the capacity of Vice President. Mr. Brata served as Vice President, Chief Financial Officer, Secretary and Treasurer of TGC from March 2009 until February 2015 when TGC merged with Dawson Operating Company, which was formerly known as Dawson Geophysical Company. Prior to joining TGC, Mr. Brata served in a variety of capacities at Fortune 500 and other publicly traded companies, and was a consultant with KPMG LLP and Coopers & Lybrand, now PricewaterhouseCoopers LLP. Mr. Brata holds a B.S. degree in Accounting, an M.B.A. in Finance, and is a Certified Public Accountant.
C. Ray Tobias.   Mr. Tobias was appointed as Executive Vice President and Chief Operating Officer of the Company in February 2015. Mr. Tobias supervises client relationships and survey cost quotations to clients. Mr. Tobias joined Dawson Geophysical Company in 1990, and was elected Vice President in September 1997, and Executive Vice President and Director in January 2001. He has served on the Board of Directors of the International Association of Geophysical Contractors and is Past President of the Permian Basin Geophysical Society. Prior to joining Dawson Geophysical Company, Mr. Tobias was employed by Geo-Search Corporation, where he was an operations supervisor.
Anthony Clark.   Mr. Clark was appointed as Executive Vice President and Chief Business Officer of the Company in June of 2023. Prior to joining the Company, Mr. Clark was appointed President of Breckenridge Geophysical, LLC (“Breckenridge”) in August of 2018, and maintained that position until the seismic data acquisition business of Breckenridge was acquired by the Company in March of 2023. For over 35 years prior to joining Breckenridge, Mr. Clark was President or Vice President at various seismic

8
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companies with responsibilities ranging from founding seismic departments, laying out multi-client surveys and raising underwriting funds to support seismic acquisition surveys.
EXECUTIVE COMPENSATION
The following narrative, tables and footnotes describe the “total compensation” earned during 2012, includedthe years ended December 31, 2022 and 2021 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 individual components of the total compensation reflected in the Summary Compensation Table are referredbroken out below:
Salary — The table reflects base salary earned during the years ending December 31, 2022 and 2021.
Bonus — The table reflects discretionary cash bonus payments paid during the years ending December 31, 2022 and 2021.
Stock Awards — The awards disclosed under the heading “Stock Awards” consist of grants of restricted stock and restricted stock units to asour Named Executive Officers.
Option Awards — The awards disclosed under the “named executive officers.”

heading “Option Awards” consist of a grant of stock options to our Named Executive Officers.

13All Other Compensation


 — The column reflects all compensation not reported in the other columns of the Summary Compensation PhilosophyTable other than perquisites and Objectivesother personal benefits with an aggregate value for a Named Executive Officer of less than $10,000.

Summary Compensation Table
The primary objectivesfollowing table sets forth information concerning the compensation of our compensation policy are to build shareholder value and recognize the contributions each executive makesNamed Executive Officers for services to the Company’s success.  In setting compensation levels,Company during the Compensation Committee has establishedyears ended December 31, 2022 and 2021:
Name and Principal Position​​Year​​Salary​​
Bonus(1)
​​
Stock
Awards(2)
​​
All other
Compensation(3)
​​Total​​
Stephen C. Jumper
Chief Executive Officer and President
​​​​2022​​​​$360,001​​​​$   —​​​​$—​​​​$35,621​​​​$395,622​​​
​​​2021​​​​​360,001​​​​​—​​​​​99,000​​​​​33,942​​​​​492,943​​​
James K. Brata
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
​​​​2022​​​​​278,751​​​​​—​​​​​—​​​​​21,894​​​​​300,645​​​
​​​2021​​​​​278,751​​​​​—​​​​​49,500​​​​​21,603​​​​​349,854​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
C. Ray Tobias
Executive Vice President and Chief
Operating Officer
​​​​2022​​​​​316,251​​​​​—​​​​​—​​​​​36,894​​​​​353,145​​​
​​​2021​​​​​316,251​​​​​—​​​​​49,500​​​​​32,909​​​​​398,660​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
(1)
There were no discretionary cash bonus payments paid in 2022 or 2021.
​
(2)
Stock awards granted during the following compensation philosophyyears ended December 31, 2022 and objectives for the Company’s executive officers:

·Align the interests of executives, including the Company’s executive officers, with those of the shareholders.2021, respectively, are as follows: Mr. Jumper no shares and 50,000 shares; Mr. Brata no shares and 25,000 shares; and Mr. Tobias no shares and 25,000 shares. The Compensation Committee believes it is appropriate to tie a portion of executive compensation to the value of the Common Stockrestricted stock awards granted in order2021 is based upon the grant date fair value of $1.98 on August 16, 2021.

​
(3)
The amounts shown in this column include the matching contributions under our 401(k) plan for the following Named Executive Officers for the years ending December 31, 2022 and 2021, respectively: Mr. Jumper — $18,300 and $17,400; Mr. Brata — $16,200 and $15,600; and Mr. Tobias — $18,000 and $17,333.
​
Pay vs. Performance
The following tables set forth information concerning the Pay vs. Performance of our Named Executive Officers for services to more closely align the interests of executive officers with the interests of the shareholders. The Compensation Committee also believes that executives should have a meaningful ownership interest in the Company during the years ended December 31, 2022 and has established2021:

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Year​​
Summary
Compensation
Table Total
for PEO(1)
​​
Compensation
Actually Paid to
PEO(2)
​​
Average Summary
Compensation
Total for Non-
PEO Named
Executive Officers(1)
​​
Average Compensation
Actually Paid to Non-
PEO Named Executive
Officers(2)
​​
Value of Initial
Fixed $100
Investment Based
on Total
Shareholder
Return(3)
​​
Net Loss
(in thousands)(4)
​
2022​​​$395,622​​​​$367,297​​​​$326,895​​​​$312,733​​​​$92​​​​$(20,451)​​
2021​​​$492,943​​​​$519,663​​​​$374,257​​​​$388,427​​​​$109​​​​$(29,091)​​
​
(1)
In both 2022 and regularly reviews executive stock ownership.

·Have a significant portion of pay that is performance-based. The Company expects superior performance. The Company’s executive compensation programs are designed to reward executives based on performance.  The Compensation Committee believes that compensation paid to executives should closely align their performance with the performance of the Company on both a short-term and long-term basis.

·Provide competitive compensation. The Company’s executive compensation programs are designed to attract, retain, and motivate highly qualified executives critical to achieving the Company’s strategic objectives and building shareholder value.

The Compensation Committee reviews the Company’s compensation philosophy and objectives each year to determine if revisions are necessary in light of market conditions, the Company’s strategic goals, or other relevant factors. The Company’s2021, Stephen Jumper was our Chief Executive Officer who is also a member(“PEO”) and our remaining Named Executive Officers (“NEO’s”) consisted of James Brata and Ray Tobias.

​
(2)
See tables below for adjustments made to the Board, does not serve as a member ofsummary compensation totals to calculate the Compensation Committee, but does participate in setting executive compensation other than his own.  The Compensation Committee reviews the individual performance of each executive officer and the financial performance of the Company.  The Compensation Committee also takes into account salary levels, bonus plans, stock incentive plans, and other compensation packages made available to executive officers of companies of similar size and nature.

The Compensation Committee uses a variety of compensation elements to reach its compensation objectives, including current salary, bonus opportunity, and long term equity-based incentives, all of which are discussed in detail below.  Specifically, the Compensation Committee believes that executive compensation should include the following three components:

actually paid.

​
·(3)Annual Base Salary.  The Company’s objectives are to target annual base salary that is competitive, when taken in conjunction with the other compensatory elements, to attract and retain executives.  Based upon the Compensation Committee’s general knowledge of base salary ranges
Assumes $100 invested in our industry, we believe our base salaries are competitive.

·Annual Cash Bonus Opportunity.  The Company uses annual cash bonuses to reward executives for the roles they play in the achievement of annual Company profitability.

·Long-Term Equity-Based Incentives.  The Company utilizes stock-related plans including optionscommon shares on December 31, 2020, and stock grants as long-term equity-based incentives to foster a long-term view of what is in the best interests of the Company and its shareholders by better aligning the interests of the executives with those of the shareholders.

14


The Compensation Committee reviews and approves, on an annual basis, annual compensation for executive officers, which compensation consists of base salary and bonus (discussed below).  The Compensation Committee may request additional information and analysis and ultimately determines in its discretion whether to approve any recommended changes in compensation.

Annual Base Salary

The Company pays its executive officers a base salary to remain competitive in the market.  The base salaries are less performance-based than the annual cash bonuses and long-term equity-based incentives.  During 2012, the base salaries of Messrs. Whitener, Winn and Brata were increased to make them competitive in the market.

Annual Cash Bonus Opportunity

In order to provide incentives for future annual performance, the Company believes that a meaningful portion of certain executive officers’ and other key employees’ compensation should be in the form of a cash incentive bonus.  Cash incentive bonus payments are discretionary and are based primarily on the executive officer’s contribution to the Company’s profitability over the applicable performance measurement periods. The Company believes that profitability is the most useful measure of management’s effectiveness in creating value for the shareholders of the Company. The Company’s policy is to set aside in a bonus pool a portion of its pre-tax profit as determined by the Company’s Chief Executive Officer and approved by the Board.  No specific formula is used in making such bonus determinations to the individuals eligible to participate in the bonus pool, but senior management recommends to the Compensation Committee the allocation of the bonus pool based on each employee’s contribution to the Company’s profitability during the year.  In measuring each employee’s contribution to the Company’s profitability, the Compensation Committee relies on personal qualitative factors (such as effective leadership and communication) rather than quantitative performance goals of the Company (such as specific revenue or earnings targets).

Messrs. Whitener, Winn, and Brata are the three named executive officers who were eligible for annual cash bonuses under the Company’s bonus plan in 2012.  In December of 2012, Mr. Whitener was paid a cash bonus of $250,000, and Messrs. Winn and Brata were paid cash bonuses of $100,000 each.  These bonuses were paid out of the bonus poolcalculated based on the Company’s 2012 performance.  The bonus received by Mr. Whitener is determined bydifference between the Boardshare price of Directors (other than Mr. Whitener) based uponour Common Stock at the resultsend and the beginning of the Company’s operationsmeasurement period, and reinvestment of all dividends.

​
(4)
The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the precedingapplicable year.

​
Adjustments to Determine Compensation “Actually Paid” for PEO​​2022​​2021​
Reported Summary Compensation Table total for PEO​​​$395,622​​​​$492,943​​
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT​​​​—​​​​​(99,000)​​
Increase for Fair Value of Awards Granted during year that Remain Unvested as of
Year end
​​​​—​​​​​116,000​​
Increase/deduction for Change in Fair Value from Prior Year-end to vesting Date of
Awards Granted Prior to year that vested during year
​​​​(28,325)​​​​​9,720​​
Total Adjustments​​​$(28,325)​​​​$26,720​​
Compensation Actually paid to PEO​​​$367,297​​​​$519,663​​
Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEO’s​​2022​​2021​
Reported Average Summary Compensation Table total for Non-PEO NEO’s​​​$326,895​​​​$374,257​​
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT​​​​—​​​​​(49,500)​​
Increase for Fair Value of Awards Granted during year that Remain Unvested as of
Year end
​​​​—​​​​​58,000​​
Increase/deduction for Change in Fair Value from Prior Year-end to vesting Date of
Awards Granted Prior to year that vested during year
​​​​(14,163)​​​​​5,670​​
Total Adjustments​​​$(14,163)​​​​$14,170​​
Average Compensation Actually paid to Non-PEO NEO’s​​​$312,733​​​​$388,427​​
Long-Term Equity-Based IncentivesRelationship between “Compensation Actually Paid” and Performance

The Company believes that

In accordance with Item 402(v) of Regulation S-K, we are providing the best way to align the interestsfollowing graphic descriptions of the executive officers and its shareholders is for such officers to own a meaningful amount of its Common Stock.  In order to reach this objective and to retain its executives,relationships between information presented in the Company grants equity-based awards to the executive officers under its 2006 Stock Awards Plan.  On August 7, 2012, the Company granted Mr. Whitener 30,000 shares of Restricted Common Stock, Mr. Winn 13,125 shares of Restricted Common Stock, and Mr. Brata 13,125 shares of Restricted Common Stock.  On January 1, 2013, 25,000 shares of Restricted Common Stock for Mr. Whitener vested, and 4,375 shares of Restricted Common Stock vestedPay vs. Performance table above, for each of Messrs. Winnthe two years ended December 31, 2022. The following graphs address the relationship between compensation “actually paid” as disclosed in the Pay vs. Performance Table and Brata.  On January 1, 2014 and 2015, one-half of the unvested Restricted Common Stock will vest (2,500 shares for Mr. Whitener and 4,375 shares for each of Messrs. Winn and Brata).  The equity-based awards were granted to the executive officers based upon the results of(1) the Company’s operations forcumulative total shareholder return and (2) net loss:

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[MISSING IMAGE: bc_return-4c.jpg]
[MISSING IMAGE: bc_netloss-4c.jpg]
Outstanding Equity Awards at December 31, 2022
As of December 31, 2022, there were no unexercised options and unvested restricted stock and restricted stock units that were previously awarded to our Named Executive Officers.
Potential Payments Upon a Change of Control or Termination
The award agreements under the preceding year.  On April 9, 2013,Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (the “Restated 2016 Plan”) generally permit accelerated vesting of awards in the Record Date, the Common Stock was quoted at a closing sale price of $9.41 per share.

15


Perquisites

The Company provides limited perquisites to executive officers, including the named executive officers, in order to facilitate the successful achievement of their and the Company’s performance.  These perquisites include car allowances and insurance premiums.  In addition, the Company’s President and Chief Executive Officer receives additional perquisites related to certain club memberships and tax preparation services.

Medical and Other Welfare Benefits

The Company’s executives, along with all other employees, are eligible to participate in medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, 401(k) plan matches, and any other employee benefit made available to employees.

Employment Agreement

The Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of the Company’s President and Chief Executive Officer to his assigned duties without distraction in potential circumstances arising from the possibilityevent of a change inof control or upon termination of employment for reasons other than cause, or termination of employment due to death or disability. The Employment Agreements limit the Company.  Accordingly, on April 13, 2012,extent to which such accelerated vesting will apply for the Named Executive Officers. Under the Employment Agreements, if a Named Executive Officer’s employment is terminated by the Company entered into an employment agreement with Mr. Whitener that provideswithout “cause”, by the Executive for the payment of certain compensation if Mr. Whitener’s employment with the Company“good reason” or due to “disability” ​(as each such term is terminated under one of the circumstances describeddefined in the agreement in connection with cause, good reason,Employment Agreement), whether before or a change in control of the Company.  See definitions of “cause,” “good reason” and “change in control” in the Executive Compensation section under “Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Contract.”  The Company considers the compensation that would be payable under the agreement upon termination in such cases to be appropriate in light of the industry in which it is engaged and the uncertain length of time necessary to find new employment, including the assurance of severance and benefits for Mr. Whitener upon termination.  See “Executive Compensation — Potential Payments Upon Termination or Change in Control” for information about estimated payments and benefits that would be paid to Mr. Whitener in such event.  The level of payments and benefits provided under Mr. Whitener’s employment agreement are considered appropriate.  These benefits are recognized as part of the total compensation package and are reviewed periodically, but are not specifically considered by the Compensation Committee when making changes in base salary, annual incentive compensation, or long-term incentive compensation.  The Company does not have severance agreements with named executive officers other than in connection with Mr. Whitener’s employment agreement.

2006 Stock Awards Plan

Pursuant to the 2006 Stock Awards Plan, upon a “change in control,” the unvested stock options and restricted stock of all employees, including the executive officers, vest immediately.  See the definition of “change in control” set forth in “Executive Compensation—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—2006 Stock Awards Plan.”

The “change in control” provisions in the 2006 Stock Awards Plan help prevent employees from being distracted by rumored or actual changes in control. The “change in control” provisions provide:

·incentives for executive officers to remain with the Company despite the uncertainties of a potential or actual change in control transaction; and

·access to equity components after a change in control.

16


The 2006 Stock Awards Plan provides for the vesting of stock options and restricted stock for all employees upon a “change in control” for the following reasons:

·employees who remain after a change of control, are treatedaccelerated vesting and exercisability of the same with regard to equity asNamed Executive Officer’s currently outstanding awards under the general stockholders who could sell or otherwise transfer their equity upon a change in control; and

·since the Company would not exist in its present form after a change in control, executives should not have to have their return on such equity dependent upon the new company’s future success.

Role of Shareholder Say-on-Pay Votes

In June 2012, the Company held a shareholder advisory vote on the compensation of its named executive officers as describedRestated 2016 Plan will occur. Similarly, in the 2012 Proxy Statement, commonly referred to asevent of a say-on-pay vote.Named Executive Officer’s death, the award agreements under the Restated 2016 Plan will provide for such


11
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accelerated vesting and exercisability. The shareholders approved the named executive officers’Employment Agreements also provide for severance, bonus payments and other compensation, with approximately 99% of the shares present in person or represented by proxy and entitled to vote at the annual meeting voting in favor of the 2012 say-on-pay resolution.  As the Company evaluated its compensation practices and talent needs throughout 2012, it was mindful of the overwhelming support shareholders expressed for its pay for performance compensation philosophy.  As a result, following its annual review of executive compensation, the Compensation Committee decided to maintain a consistent approach to executive compensation with an emphasis on long-term incentive compensation that rewards senior executives for delivering value for shareholders.  In addition, the Compensation Committee considered ways to strengthen the pay for performance culture at the Company.  In determining how often to hold a shareholder advisory vote on executive compensation, the Board of Directors took into account the strong preference for an annual vote.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Disclosure and Analysis with management of the Company.  Based on the review and discussions referred to in the preceding sentence, the Compensation Committee has recommended to the Board of Directorsevent that the Compensation Disclosure and Analysis be included in the Proxy Statement.

The Compensation Committee:

Allen T. McInnes, Chairman

Edward L Flynn

Stephanie P. Hurtt

17


Summary Compensation Table

The table below sets forth, on an accrual basis, all cash and cash equivalent remuneration paid by the Company during 2012, 2011, and 2010 to the Company’s Chiefa Named Executive Officer and the Company’s two most highly compensated executive officers who were serving as executive officers at the end of 2012, the “named executive officers.” The individuals listed below are the only executive officers employed by the Company during 2012.

Name and

 

 

 

Base

 

 

 

Stock

 

All Other

 

 

 

Principal

 

 

 

Salary

 

Bonus

 

Awards

 

Compensation

 

Total

 

Position

 

Year

 

($)

 

($)

 

($)(1)

 

($)(2)

 

($)(3)

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wayne A. Whitener

 

2012

 

340,385

 

250,000

 

180,900

 

13,903

 

785,188

 

President and CEO

 

2011

 

300,000

 

200,000

 

150,000

 

12,191

 

662,191

 

 

 

2010

 

250,000

 

250,000

 

—

 

15,747

 

515,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel G. Winn

 

2012

 

200,000

 

100,000

 

79,144

 

11,002

 

390,146

 

Executive Vice President

 

2011

 

200,000

 

50,000

 

50,000

 

10,852

 

310,852

 

 

 

2010

 

154,476

 

31,000

 

—

 

9,470

 

194,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James K. Brata

 

2012

 

191,298

 

100,000

 

79,144

 

7,604

 

378,046

 

CFO, Vice President, Secretary and Treasurer

 

2011

 

179,687

 

50,000

 

25,000

 

6,918

 

261,605

 

 

2010

 

140,865

 

23,000

 

—

 

2,430

 

166,295

 

(1)The amount shown in this column represents the aggregate grant date fair values of unrestricted stock awarded computed in accordance with FASB ASC Topic 718.

(2)Includes (in addition to certain perquisites and personal benefits) the Company’s matching contribution to its Section 401(k) Retirement Plan.

(3)Includes columns (c), (d), (e) and (f).

All Other Compensation

The following table describes each component of column (f) of the Summary Compensation Table.

 

 

 

 

Car

 

Insurance

 

401(k)

 

Club

 

Tax

 

 

 

 

 

 

 

Allowance

 

Premium

 

Match

 

Membership

 

Prep

 

Total

 

 

 

Year

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wayne A. Whitener

 

2012

 

3,912

 

792

 

7,500

 

1,004

 

695

 

13,903

 

 

 

2011

 

4,488

 

792

 

5,259

 

957

 

695

 

12,191

 

 

 

2010

 

5,802

 

516

 

6,461

 

2,273

 

695

 

15,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel G. Winn

 

2012

 

4,079

 

792

 

6,122

 

—

 

—

 

11,002

 

 

 

2011

 

4,316

 

792

 

5,744

 

—

 

—

 

10,852

 

 

 

2010

 

3,926

 

792

 

4,752

 

—

 

—

 

9,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James K. Brata

 

2012

 

1,324

 

516

 

5,764

 

—

 

—

 

7,604

 

 

 

2011

 

1,143

 

516

 

5,259

 

—

 

—

 

6,918

 

 

 

2010

 

1,214

 

516

 

700

 

—

 

—

 

2,430

 

18


Grants of Plan-Based Awards

The following table presents grants of equity awards during the fiscal year ended December 31, 2012:

 

 

 

 

All Other

 

 

 

 

 

 

 

 

 

Stock

 

 

 

 

 

 

 

 

 

Awards:

 

Grant Date

 

 

 

 

 

 

 

Number

 

Fair Value of

 

 

 

 

 

 

 

of Shares

 

Stock

 

 

 

 

 

Grant

 

of Stock

 

Awards

 

Total

 

 

 

Date

 

(#)

 

($/Sh) (1)

 

($)

 

 

 

 

 

 

 

 

 

 

 

Wayne A. Whitener

 

08/07/2012

 

30,000

 

6.03

 

180,900

 

Daniel G. Winn

 

08/07/2012

 

13,125

 

6.03

 

79,144

 

James K. Brata

 

08/07/2012

 

13,125

 

6.03

 

79,144

 

(1)The grant date fair value of stock awards is based on the mean of the opening and closing share price on date of grant.

Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Contract

On April 13, 2012, the Company entered into an Amended and Restated Employment Contract (the “Restated Employment Contract”) with Mr. Whitener.  The term of the Restated Employment Contract is effective from March 1, 2012 to February 28, 2015, with the option to renew for successive one-year terms.  Under the Restated Employment Contract, Mr. Whitener will receive: (1) a minimum base salary of $350,000 per year; and (2) an annual performance bonus of up to 100% of his annual base salary then in effect if approved by the Board of Directors.  Pursuant to the Restated Employment Contract, upon termination of Mr. Whitener by the Company other than for “cause,” or if Mr. Whitener terminates the Restated Employment Contract for “good reason,” Mr. Whitener will receive the remaining portion of his base salary through February 28, 2015, plus his proportionate share of the performance bonus.  In addition, Mr. Whitener will receive payments related to his Company automobile and key employee deferred compensation benefits.  Pursuant to the Restated Employment Contract, if Mr. WhitenerOfficer’s employment is terminated by the Company without “cause” or by the executive for “cause,“good reason.” or if he terminates his employment for other than “good reason,” Mr. Whitener will not receive any future payments under the Restated Employment Contract other than any amounts accrued to him as of the date of termination.  InFurther, in the event of a “change in control” of the Company that results in the termination of Mr. Whitener’sthe executive’s employment by the Company without “cause” or by Mr. Whitenerthe executive for “good reason,” Mr. Whitener willreason” within 12 months of the change in control, the executive would be entitled to receive a lump sum payment equal to 2.99two times his then present annual base salary.

the stated amounts for severance payments, bonus payments and COBRA benefits.

The Restated Employment Contract contains2016 Plan defines a confidentiality provision that“change of control” as, except as otherwise reflected in an award agreement, occurring when (i) any “person” ​(as such term is effective duringused in Sections 13(d) and after Mr. Whitener’s employment with14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes a beneficial owner, directly or indirectly, of securities of the Company and a non-competition provision that is effective for a minimum of one year after the termination of his employment for any reason (including termination resulting from a “change in control”representing 20% or more of the Company).

“Cause” is generally defined as Mr. Whitener’s (i) absence from the Company’s offices for any successive period of 61 business days or for a total of 90 business days in any onevoting power of the Company’s fiscal years,then outstanding securities; (ii) commission of an act of gross negligence in the performance of his duties or obligations under the Restated Employment Contract, (iii) commission of any act of fraud, malfeasance, disloyalty, or breach of trust against the Company, or failure to observe any covenant in the Restated Employment Contract, (iv) refusal, or substantial inability, to perform the duties assigned to him pursuant to the Restated Employment Contract, (v) death or affirmative indication in writing that he no longer intends to

19


abide by the termsindividuals who were members of the Restated Employment Contract, or (vi) actsBoard of moral turpitude or dishonesty in the Company’s affairs, gross insubordination or the equivalent, or violation or failure to comply with any of the material provisions of the Restated Employment Contract.

“Good reason” is generally defined as (i) the Company’s material breach of the Restated Employment Contract, (ii) the Company’s assignment to Mr. Whitener of any duties materially inconsistent with his position, authority, duties, or responsibilities contemplated in the Restated Employment Contract, or (iii) a “change in control” in which Mr. Whitener elects not to remain with the Company.

“Change in control” is generally defined as a change in the ownershipDirectors of the Company orimmediately prior to a change in the ownership of a substantial portionmeeting of the Company’s assets.

2006 Stock Awards Plan

The 2006 Stock Awards Plan originally became effective on March 30, 2006 and was amended effective April 12, 2010.  The 2006 Stock Awards Plan provides for the granting of stock options, Common Stock, and restricted stock, and authorizes the issuance of 3,000,000 shares of Common Stock.  A maximum of 80,000 shares may be granted in any one year in the form of any award to any one participant, of which a maximum of (i) 50,000 shares may be granted to a participant in the form of stock options and (ii) 30,000 shares may be granted to a participant in the form of restricted stock.  Employees (including any employee who is also a director or an officer), consultants, and outside directorsshareholders of the Company or its subsidiaries whose judgment, initiative, and efforts contributed to or may be expected to contribute toinvolving a contest for the successful performanceelection of directors shall not constitute a majority of the Company are eligible to participate in the 2006 Stock Awards Plan.

Under the 2006 Stock Awards Plan, all awards vest uponBoard of Directors following such election unless a change in control.  “Change in control” means anymajority of the following, except as otherwise provided herein:  (i) any consolidation, merger, or share exchangenew members of the Company in which the Company is not the continuingBoard were recommended or surviving corporation or pursuant to which sharesapproved by majority vote of members of the Company’s Common Stock would be converted into cash, securities, or other property, other than a consolidation, merger, or share exchangeBoard of the Company in which the holders of the Company’s Common StockDirectors immediately prior to such transactionshareholders’ meeting; (iii) the Company shall have merged into or consolidated with another corporation, or merged another corporation into the same proportionate ownershipCompany, on a basis whereby less than 50% of Common Stockthe total voting power of the surviving corporation immediately afteris represented by shares held by former shareholders of the Company prior to such transaction; (ii) any sale, lease, exchange,merger or other transfer (excluding transfer by way of pledgeconsolidation; or hypothecation) in one transaction(iv) the Company shall have sold, transferred or a series of related transactions, ofexchanged all, or substantially all, of theits assets to another corporation or other entity or person. The change of control definition under Section 409A of the Company; (iii)Internal Revenue Code will apply to the shareholdersextent necessary to comply with the requirements of Section 409A of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing Directors”) who (x) at the date of the 2006 Stock Awards Plan were directors or (y) become directors after the date of the 2006 Stock Awards Plan and whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of the 2006 Stock Awards Plan or whose election or nomination for election was previously so approved; (v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an aggregate of 50% or more of the voting power of the Company’s outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 50% of the voting power of the Company’s outstanding voting securities on the date of the 2006 Stock Awards Plan; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a change in control under the 2006 Stock Awards Plan if the acquirer is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a subsidiary of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of voting securities of the Company or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.

20


Under the 2006 Stock Awards Plan, upon a participant’s death or total and permanent disability, the portion of the participant’s awards that would have vested had the participant remained employed through the vesting date immediately following the date of such death or total and permanent disability shall be immediately vested.  “Total and permanent disability” means a participant is qualified for long-term disability benefits under the Company’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the participant is not eligible to participate in such plan or policy, that the participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the committee of the Board of Directors administering the 2006 Stock Awards Plan, based upon medical reports or other evidence satisfactory to the committee.

General

Base salary paid and the amount of cash bonuses paid for 2012 represented from 75.2% to 77.1% of the named executive officers’ total compensation as presentedInternal Revenue Code in the Summary Compensation Table with the percentages being as follows:  Mr. Whitener — 75.2%; Mr. Winn — 76.9%; and Mr. Brata — 77.1%.

Outstanding Equity Awards at Fiscal Year End

The following table provides information about the holdings of Stock Options and restricted stock by the named executive officers at December 31, 2012.

Option Awards

 

Stock Awards

 

 

 

 

 

 

 

 

 

 

 

Equity

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

Incentive

 

 

 

 

 

 

 

 

 

 

 

Plan

 

Plan

 

 

 

 

 

 

 

 

 

 

 

Awards:

 

Awards:

 

 

 

 

 

 

 

 

 

 

 

Number of

 

Market

 

 

 

Number of

 

Number of

 

 

 

 

 

Unearned

 

Payout Value

 

 

 

Securities

 

Securities

 

 

 

 

 

Shares or

 

of Unearned

 

 

 

Underlying

 

Underlying

 

 

 

 

 

Other

 

Shares or

 

 

 

Unexercised

 

Unexercised

 

Option

 

Option

 

Rights

 

Other Rights

 

 

 

Options

 

Options

 

Exercise

 

Expiration

 

That Have

 

That Have

 

 

 

(#)

 

(#)

 

Price

 

Date

 

Not Vested

 

Not Vested

 

Name

 

Exercisable

 

Unexercisable

 

($)

 

-

 

(#)

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wayne A. Whitener

 

15,950

 

—

 

9.87

 

10/23/2013

 

30,000

(1)

245,700

 

 

 

 

 

 

 

 

 

 

 

—

 

—

 

 

 

—

 

—

 

—

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel G. Winn

 

34,729

 

—

 

2.91

 

10/23/2013

 

13,125

(2)

107,494

 

 

 

 

 

 

 

 

 

 

 

—

 

—

 

 

 

—

 

—

 

—

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James K. Brata

 

34,729

 

 

 

2.91

 

10/23/2013

 

13,125

(2)

107,494

 

 

 

—

 

—

 

—

 

—

 

 

 

 

 

(1)On January 1, 2013, 25,000 shares of Restricted Common Stock for Mr. Whitener vested.  On each of January 1, 2014 and 2015, one-half of the unvested Restricted Common Stock, or 2,500 shares, will vest for Mr. Whitener.

(2)On January 1, 2013, 4,375 shares of Restricted Common Stock vested for each of Messrs. Winn and Brata.  On each of January 1, 2014 and 2015, one-half of the unvested Restricted Common Stock, or 4,375 shares, will vest for each of Messrs. Winn and Brata.

21


Options Exercised and Stock Vested

The following table sets forth certain information regarding the year-end value of options held by the Company’s named executive officers during the fiscal year ended December 31, 2012. There were no shares acquired on vesting in 2012.

 

 

Option Awards

 

Name

 

Number of Shares
Acquired on Exercise
(#)

 

Value Realized
on Exercise
($)

 

 

 

 

 

 

 

Wayne A. Whitener

 

55,125

 

168,500

 

Daniel G. Winn

 

—

 

—

 

James K. Brata

 

—

 

—

 

Potential Payments Upon Termination or Change in Control

The Company entered into the Restated Employment Contract with Mr. Whitener on April 13, 2012.  Pursuant to the terms of the Restated Employment Contract, the Company may be required to make certain payments to Mr. Whitener upon the occurrence of certain events resulting in Mr. Whitener’s termination. For a detailed description of the events that may trigger such payments, see “Executive Compensation—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Contract.”

The 2006 Stock Awards Plan provides for vesting of a participant’s awards upon a change in control, the participant’s death or the participant’s total and permanent disability.  If any of such events had occurred as of December 31, 2012, each of Messrs. Winn and Brata would have received $107,494 in market value of equity securities.

The Restated Employment Contract contains a confidentiality provision that is effective during and after Mr. Whitener’s employment with the Company and a non-competition provision that is effective for a minimum of one year after the termination of his employment for any reason (including termination resulting from a “change in control” of the Company).

Pursuant to the Restated Employment Contract, upon termination of Mr. Whitener by the Company other than for “cause,” or if Mr. Whitener terminates the Restated Employment Contract for “good reason,” Mr. Whitener will receive the remaining portion of his base salary through February 28, 2015, plus his proportionate share of the performance bonus.  In addition, Mr. Whitener will receive payments related to his Company automobile and key employee deferred compensation benefits.  Pursuant to the Restated Employment Contract, if Mr. Whitener is terminated by the Company for “cause,” or if he terminates his employment for other than “good reason,” Mr. Whitener will not receive any future paymentsevent an award under the Restated Employment Contract other than any amounts accrued2016 Plan is subject to him asSection 409A of the date of termination.  In the event of a “change in control” of the Company that results in the termination of Mr. Whitener’s employment by the Company without “cause” or by Mr. Whitener for “good reason” within 90 days of the change in control, Mr. Whitener will receive a lump sum payment equal to 2.99 times his then present annual base salary.

See the definitions of “cause,” “good reason” and “change in control” set forth in “Executive Compensation—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Contract.”

22


Pursuant to the 2006 Stock Awards Plan, upon a change in control, all unvested awards shall vest. See theInternal Revenue Code. The definition of “change of control” under the Employment Agreements is defined in control” set forth in “Executive Compensation—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—2006 Stock Awardsa manner consistent with the Restated 2016 Plan.”

To describe the payments and benefits that are triggered for each change of control and/or event of termination, we have created the following table estimating the payments and benefits that would be paid to Mr. Whitenerour Named Executive Officers under each element of our compensation program assuming that Mr. Whitener’s Restated Employment Contractsuch executive’s employment was terminated and/or there was a change in control on December 31, 2012,2022, the last day of our 20122022 fiscal year. In all cases, the amounts were valued as of December 31, 2012,2022, based upon, where applicable, an estimated fair value of our Common Stock of $8.19$1.96 per share. The amounts in the following table are calculated as of December 31, 20122022 pursuant to Securities and Exchange CommissionSEC rules and are not intended to reflect actual payments that may be made. Actual payments that may be made will be based on the dates and circumstances of the applicable event.

Wayne A. Whitener
Executive Benefits and
Payments Upon Termination

 

Termination
Without
Cause/With
Good
Reason

 

CIC
Termination

 

CIC
Without
Termination

 

Disability

 

Death

 

Compensation:

 

 

 

 

 

 

 

 

 

 

 

Base Salary

 

$

350,000

 

$

1,046,500

 

$

350,000

 

$

—

 

$

—

 

Performance Bonus

 

—

 

250,000

(2)

—

 

—

 

—

 

Vesting Equity

 

—

 

245,700

 

—

 

245,700

 

245,700

 

Benefits and Perquisites:

 

 

 

 

 

 

 

 

 

 

 

Company Automobile

 

4,604

(1)

—

 

—

 

—

 

—

 

Total

 

$

354,604

 

$

1,542,200

 

$

350,000

 

$

245,700

 

$

245,700

 

Executive​​Salary​​
Bonus(1)
​​
Vesting of
stock awards(2)
​​
Vesting of
option awards(2)
​​
All other benefits
and perquisites(3)
​​Total​
Stephen C. Jumper​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Termination Without Cause/With Good
Reason
​​​$669,231​​​​$   —​​​​$   —​​​​$   —​​​​$20,326​​​​$689,557​​
CIC Termination​​​​1,338,462​​​​​—​​​​​—​​​​​—​​​​​40,652​​​​​1,379,114​​
CIC Without Termination​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Disability​​​​300,000​​​​​—​​​​​—​​​​​—​​​​​6,775​​​​​306,775​​
Death​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
James K. Brata​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Termination Without Cause/With Good
Reason
​​​​390,385​​​​​—​​​​​—​​​​​—​​​​​26,517​​​​​416,902​​
CIC Termination​​​​780,770​​​​​—​​​​​—​​​​​—​​​​​38,034​​​​​818,804​​
CIC Without Termination​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Disability​​​​175,000​​​​​—​​​​​—​​​​​—​​​​​3,839​​​​​178,839​​
Death​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​

12

TABLE OF CONTENTS

Executive​​Salary​​
Bonus(1)
​​
Vesting of
stock awards(2)
​​
Vesting of
option awards(2)
​​
All other benefits
and perquisites(3)
​​Total​
C. Ray Tobias​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Termination Without Cause/With Good
Reason
​​​​446,154​​​​​—​​​​​—​​​​​—​​​​​90,326​​​​​536,480​​
CIC Termination​​​​892,308​​​​​—​​​​​—​​​​​—​​​​​110,652​​​​​1,002,960​​
CIC Without Termination​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Disability​​​​200,000​​​​​—​​​​​—​​​​​—​​​​​6,775​​​​​206,775​​
Death​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​
(1)This automobile is leased by the Company and made available to Mr. Whitener.  In the event of the termination of Mr. Whitener’s employment
Our Named Executive Officers were not eligible for any reason other than for cause, Mr. Whitener will be ablecash bonus payments with respect to receive an assignment of the lease by paying $10 cash.  The above number represents the excess of the current fair market value of this vehicle over the liability under the lease (less the $10 payment).

(2)Any year-end bonus to Mr. Whitener is determined at the discretion of the Company’s Board of Directors.

DIRECTOR COMPENSATION

For services performed in 2012, each outside director received fees of $55,000, consisting of $22,000 representing quarterly cash payments of $5,500, and Stock Options with a value of $39,000.  In addition, each outside director received $1,650 for each Board meeting attended and $825 for each committee meeting attended, respectively.  The Chairman of the Audit Committee received an additional $11,000.  Directors who are employees of the Company do not receive directors’ fees.

23


The following table provides information about the compensation earned by the outside members of the Board during fiscal year 2012.

Name
(a)

 

Fees
Earned
or Paid
In
Cash
($)(1)
(b)

 

Option
Awards
($)(1)
(d)

 

Total
($)
(h)

 

 

 

 

 

 

 

 

 

William J. Barrett

 

31,900

 

39,000

 

70,900

 

Edward L. Flynn

 

35,200

 

39,000

 

74,200

 

Herbert M. Gardner

 

32,725

 

39,000

 

71,725

 

Stephanie P. Hurtt

 

35,200

 

39,000

 

74,200

 

Allen T. McInnes

 

46,200

 

39,000

 

85,200

 

(1)The amounts shown in this column represent the aggregate grant date fair values of Stock Options granted in 2012 computed in accordance with FASB ASC Topic 718.  The amounts are calculated based on the number of Stock Options awarded multiplied by the calculated value of $2.08 per share as determined using a Binomial Lattice option pricing model.  The assumptions made in the valuation of the share-based payments are contained in Note B of Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2012.

2022 under the Dawson Geophysical 2014 Annual Incentive Plan.

​
(2)
All option and stock awards held by our Named Executive Officers are fully vested.
​
(3)
All other benefits and perquisites include COBRA benefits as set forth in the Employment Agreements and automobile perquisites, as applicable.
​
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” ​(refer to Conflicts of Interest section below) with regard to the Company’s interest.
As of December 31, 2012,2022, the directorsCompany had Stock Options exercisableaccounts receivable due from related parties of $121,000. This receivable is due from Breckenridge, which is a wholly owned subsidiary of Wilks Brothers, LLC (“Wilks”), the holder of approximately [•]% of the Company’s outstanding common stock. This receivable is primarily related to rental of seismic equipment to Breckenridge. For the year ended December 31, 2022, the Company received approximately $2,200,000 of related party revenue from Breckenridge. All outstanding receivables from Breckenridge have been received as of the filing of this Proxy Statement. During 2021, the Company did not have any related party revenue.
On March 24, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wilks, for the following numberslimited purposes set forth therein, and Breckenridge. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions described therein, the Company completed the purchase of substantially all of the Breckenridge assets related to seismic data acquisition services other than its multi-client data library (the “Assets”) (such purchase, the “Transaction”), in exchange for a combination of equity consideration of newly-issued shares of Common Stock:  Dr. McInnes — 73,523 shares; Mr. Barrett — 73,523 shares; Mr. Flynn — 73,523 shares; Mr. Gardner — 73,523 shares and Ms. Hurtt — 73,523 shares.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND

CERTAIN CONTROL PERSONS

On January 18, 2008 and on June 5, 2012, the Company borrowed $2,602,075 and $7,500,000, respectively, from Rumson-Fair Haven Bank & Trust (the “Bank”).  Mr. Gardner, who serves as directorcommon stock of the Company also serves as directorin an aggregate amount of 1,188,235 and a convertible promissory note (the “Convertible Note”) in the principal amount of $9,880,000.50 payable on or after June 30, 2024 that, upon the terms and subject to the conditions described therein, automatically converted into 5,811,765 newly-issued shares of common stock of the Bank.  In addition, Mr. Barrett owns approximately 12%Company (the “Conversion Shares”), at a conversion price of $1.70 per share, after the Company received stockholder approval of the equityproposal to issue the Conversion Shares in accordance with Listing Rule 5635 of the Bank, and Mr. Gardner owns approximately 1.5% - 2%NASDAQ Listed Company Manual at a special stockholder’s meeting held on September 13, 2023. As a result of such approval of the equitystockholders at the special stockholder’s meeting, the Conversion Shares were issued to Wilks and the Convertible Note was automatically extinguished.

On March 24, 2023 and in connection with the Purchase Agreement, the Company and Wilks entered in to a Voting Agreement (the “Voting Agreement”) pursuant to which Wilks agreed to, at any shareholder meeting held to approve the Transaction, vote the shares beneficially owned by Wilks in favor of (a) the approval of the Bank.  Transaction, (b) the approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are not sufficient votes for the approval of the Transaction on the date on which such meeting is held, and (c) any other matter necessary for consummation of the transactions

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contemplated by the Purchase Agreement or any other document related to the Transaction which is considered at any such meeting or is the subject of any such consent solicitation.
The 2008 loan had an interest rateforegoing disclosure regarding the Purchase Agreement and Voting Agreement does not purport to be complete and should be read in conjunction with the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2023.
Our Board of 6.35% and was paid off on February 1, 2013.  During 2012,Directors has determined that the Company paid $23,351did not engage in interestany additional transactions during the years ended December 31, 2022 and $578,6862021 with related persons which would require disclosure under Item 404 of Regulation S-K as adopted by the SEC.
Indemnification Agreements
We have entered into indemnification agreements (each, individually, an “Indemnification Agreement,” and collectively, the “Indemnification Agreements”) with each of our current directors and executive officers (each, individually, an “Indemnitee,” and collectively, the “Indemnitees”). Pursuant to the Indemnification Agreements, we agreed to indemnify each Indemnitee to the fullest extent permitted by applicable law against any and all expenses arising from any Proceeding (as defined in principal on the 2008 loan, and $164,078Indemnification Agreements) in interest and $1,176,546 in principal on the 2012 loan which bears interest at 4.90%.  The Board believes that the termsan Indemnitee was, is or will be involved as a party or otherwise by reason of any Indemnitee’s service as, or actions taken while (i) a director or officer of the loanCompany or (ii) at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Following a request by an Indemnitee, we are required to advance (within five days of receipt of such request) to such Indemnitee any and all expenses relating to the same as wouldIndemnitee’s defense of such Proceeding, subject to the Indemnitee’s compliance with certain provisions of the Texas Business Organizations Code (“TBOC”).
Our obligation to provide indemnification under the Indemnification Agreements is subject to a determination in accordance with Section 8.103(a)(1) or (2) of the TBOC.
Any costs and expenses that an Indemnitee is entitled to under the Indemnification Agreements will not be exclusive to any other rights to which the Indemnitee may currently or in the future be entitled under any provision of applicable law, our amended and restated certificate of formation, our amended and restated Bylaws or otherwise. We are not required to indemnify an Indemnitee to the extent such indemnification conflicts with Texas law.
Each of the Indemnification Agreements will continue until the earlier of (i) the sixth (6th) anniversary after the Indemnitee has ceased to occupy the position or have resulted from arms-length negotiationsthe relationships described in the Indemnification Agreement that qualifies the Indemnitee for indemnification or (ii) the final termination of all Proceedings with an unrelated third party.

It isrespect to the Indemnitee commenced in such six (6) year period.

Conflicts of Interest
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 Company’s policy thatinterest. Exceptions may only be made after review of fully disclosed information and approval of specific or general categories by senior management (in the Audit Committee approvecase of employees) or ratify transactions involving directors, executivethe Board of Directors (in the case of officers or principal shareholders,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.
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. Conflicts of interest generally interfere with the person’s 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 familiesfamily, receive improper personal benefits because of their position with the Company;
​
•
the Company gives loans, or entities controlled by anyguarantees obligations of them,directors, officers, employees or in which they have a substantial ownership interest in which their immediate family members; or
​

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•
the amount involved exceeds $120,000 and that are otherwise reportable under Securities and Exchange Commission disclosure rules.  Management advises thedirector, officer, employee or their immediate family members use Company property or confidential information for personal use.
​
Our Audit Committee onalso 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 regular basis and seeks their approvalquestionnaire 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 transaction that is proposedpersons needs to be entered intoincluded in our Proxy Statement or continued.

24

Annual Report.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes certain information regarding securities authorized for issuance under our 2006equity compensation plan as of December 31, 2022. See information regarding material features of the plan in Note 8, “Stock-Based Compensation” to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Plan Category​​
Number of
Securities to be
Issued Upon
Exercise or
Vesting of
Outstanding
Options,
Warrants and
Rights
​​
Weighted Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
​​
Number of Securities
Remaining Available
for Future Issuance
Under the Equity
Compensation Plan
(Excluding Securities
Reflected in
Column (a))
​
​​​(a)​​​​​​​​​​​​​
Restated 2016 Plan​​​​​​​​​​​​​​​​​​​
Equity compensation plan approved by security holders​​​​—​​​​$   —​​​​​1,264,487​​
Equity compensation plans not approved by security holders​​​​—​​​​​—​​​​​—​​
Total​​​​—​​​​$—​​​​​1,264,487​​
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of our Common Stock, Awards Plan.

Equity Compensation Plan Information

Plan Category

 

Number of Securities
to be Issued
Upon Exercise of
Outstanding Options

 

Weighted-Average
Exercise Price of
Outstanding Options

 

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities reflected
in Column (a))

 

 

 

(a)

 

(b)

 

(c)

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

705,159

 

$

4.16

 

1,731,720

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

—

 

—

 

—

 

 

 

 

 

 

 

 

 

Total

 

705,159

 

$

4.16

 

1,731,720

 

PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE

NAMED EXECUTIVE OFFICER COMPENSATION

The Company seeks a non-binding advisory vote from its shareholders regarding the compensationas of its namedNovember [•], 2023, by beneficial owners of more than five percent of our Common Stock, each of our directors and executive officers as described in this Proxy Statement.  Shareholders are urged to read the Executive Compensation section of this Proxy Statement which discusses our compensation policiesindividually and procedures with respect to our named executive officers.

This proposal provides shareholders the opportunity to endorse or not endorse the Company’s executive compensation program through the following resolution:

“Resolved, that the compensation paid to the Company’s namedall executive officers and directors as disclosed pursuant to Item 402a group.

Name​​
Amount and Nature of
Beneficial Ownership
​​
Percent of Class(1)
​
SECURITY OWNERSHIP OF 5% HOLDERS​​​​​​​​​​​​​
Wilks Brothers, LLC​​​​24,659,095(2)​​​​​80.03%​​
SECURITY OWNERSHIP OF MANAGEMENT​​​​​​​​​​​​​
Stephen C. Jumper​​​​—​​​​​0.00%​​
C. Ray Tobias​​​​—​​​​​0.00%​​
James K. Brata​​​​—​​​​​0.00%​​
Anthony Clark​​​​—​​​​​0.00%​​
Matthew Wilks​​​​—​​​​​0.00%​​
Bruce Bradley​​​​—​​​​​0.00%​​

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Name​​
Amount and Nature of
Beneficial Ownership
​​
Percent of Class(1)
​
Albert Conly​​​​—​​​​​0.00%​​
Jose Carlos Fernandes​​​​—​​​​​0.00%​​
Sergei Krylov​​​​—​​​​​0.00%​​
Total Management Ownership​​​​—​​​​​0.00%​​
​
(1)
As of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.  The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting is required for the approval of this proposal.

The Company’s Board of Directors recommends that you vote FOR Proposal No. 2.

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PROPOSAL NO. 3

APPROVAL OF THE AMENDMENT TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF TGC COMMON STOCK TO 35,000,000 AND MAKE OTHER AMENDMENTS TO CONFORM WITH THE REQUIREMENTS OF THE TEXAS BUSINESS ORGANIZATIONS CODE

Background

Our restated articles of incorporation currently authorize TGC to issue a total of 25,000,000 shares of Common Stock.  On April 18, 2013, our Board approved an amendment to the restated articles of incorporation to authorize an additional 10,000,000November [•], 2023 there were [•] shares of Common Stock outstanding. Unless otherwise indicated, the beneficial owner has sole voting and make otherinvestment power with respect to all shares listed.

​
(2)
As reported on Schedule 13D/A filed with the SEC on June 29, 2023, and including the Conversion Shares held by Wilks that were automatically converted into shares of Common Stock of the Company upon shareholder approval at the special meeting of shareholders held on September 13, 2023. The Schedule 13D/A filing is filed jointly by Dan Wilks, Staci Wilks, Farris Wilks, and WB Acquisitions Inc. The voting power and dispositive power is shared in varying degrees amongst the filing persons. The filing persons’ address is 17018 IH20, Cisco, Texas 76437.
​

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PROPOSAL 2:
CHARTER AMENDMENT TO
REMOVE SUPERMAJORITY VOTE FOR BUSINESS COMBINATIONS
The Board of Directors has approved a resolution to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations. The proposed Charter amendment would amend Article 6 by deleting subsection (f) requiring a supermajority vote for business combinations.
If the proposal to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations is approved by at least eighty percent (80%) or more of the issued and outstanding shares of Common Stock outstanding on the record date, such Charter amendment will become effective upon the filing of articles of amendment with the Secretary of State of the State of Texas, which filing is expected to occur promptly after the Annual Meeting. This proposal to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations is not conditioned upon the approval of Proposal 3 to amend the Charter to permit shareholders to take non-unanimous action by written consent. If this proposal to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations is approved, but Proposal 3 is not approved, then the Charter will only be amended to remove Section 7(6)(f) requiring a supermajority vote for business combinations.
The description of the amendment to the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations in this Proxy Statement is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the amendment, which is attached to this Proxy Statement as Appendix A. For convenience, a conformed copy of the Charter showing the changes from the current Charter, with deleted text shown as red strike-through and added text shown as blue underlined, and assuming that this Proposal 2 and Proposal 3 to amend the Charter to permit shareholders to take non-unanimous action by written consent are both approved at this Annual Meeting, is attached to this Proxy Statement as Appendix B.
If Proposal 2 and Proposal 3 regarding the proposed amendments to conformthe Charter are approved at the Annual Meeting, our Board of Directors intends to amend our Bylaws to align our Bylaws with the requirementsCharter amendments by (i) removing Section 2.10 of our Bylaws requiring a supermajority vote for business combinations and (ii) permitting shareholders of the Texas Business Organizations Code, subjectCompany to shareholder approval.

take non-unanimous action by written consent. If this proposal to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations is approved, but Proposal 3 is not approved, then our Board of Directors intends to only amend our Bylaws to remove Section 2.10 of our Bylaws requiring a supermajority vote for business combinations and not to amend our Bylaws to permit shareholders of the Company to take non-unanimous action by written consent.

Reasons for Amendment
Our current Charter requires the affirmative vote of at least eighty percent (80%) or more of the issued and outstanding shares of Common Stock to approve for the approval or authorization of (1) any merger or consolidation of the Company with or into another corporation or entity, or (2) any sale of all or substantially all of the Company’s assets to another corporation or entity (the “Supermajority Provision”). As part of its ongoing review of our corporate governance practices, our Board of Directors is proposing the removal of the Supermajority Provision in the Charter amendment to remove Section 7(6)(f) requiring a supermajority vote for business combinations because it has unanimously determined that these amendments are advisable anddoing so is in the best interests of the Company and its shareholdersstockholders. The Supermajority Provision was intended to act as an anti-takeover measure and has submittedrequired that a broad base of stockholder support exists before certain large transactions are approved and implemented. While our Board of Directors understands these amendmentsbenefits, the Board of Directors also recognizes that the Supermajority Provision may have the effect of reducing the Board of Director’s accountability to be voted on bystockholders and can limit stockholder participation in our shareholders atcorporate governance. Furthermore, the annual meeting.

Proposed Amendment

OurSupermajority Provision can prohibit the Company from pursuing business objectives that it believes are in the best interests of its stockholders. Therefore, after careful consideration, our Board is proposingof Directors believes that the benefits of removing the Supermajority Provision from our Charter provide more accountability to amendstockholders, promote stronger corporate governance and outweigh the restated articlesbenefits of incorporation to increase the authorized sharesretaining such Supermajority Provision.


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Required Vote and Board of TGC Common Stock from 25,000,000 shares to 35,000,000 shares and make other amendments to conform with the requirementsDirectors Recommendation
Approval of the Texas Business Organizations Code, as more fully described below.  Other than the proposed increase in the number of authorized shares of Common Stock, these amendments are not intended to modify the rights of existing shareholders in any material respect.

Under Texas law, we are only permitted to issue shares of our capital stock to the extent such shares have been authorized for issuance under the articles of incorporation.  The restated articles of incorporation currently authorize the issuance of up to 25,000,000 shares of Common Stock.

As of the Record Date, we had 20,807,502 shares of Common Stock outstanding.  If our shareholders approve these amendments, we will file such amendments with the Texas Secretary of State promptly after the annual meeting.  If these amendments are not approved by our shareholders, the restated articles of incorporation regarding the numbers of authorized shares will not be amended in this respect, and our authorized Common Stock will remain the same.

Assuming this Proposal No. 3 is duly adopted at the annual meeting, the proposedCharter amendment to our restated articles of incorporation regarding the numbers of authorized sharesremove Section 7(6)(f) requiring a supermajority vote for business combinations will be as follows:

The entire paragraph of “Article 4.a. — Shares” in the restated articles of incorporation would be deleted in its entirety and would be replaced with the following:

“a.           Common Stock.  The aggregate number of shares of Common Stock which the Corporation may issue is 35,000,000 shares, each having a par value of $.01.  The shares shall be designated as Common Stock and shall have identical rights and privileges in every respect.”

The terms of any additional shares of Common Stock would be identical to those of the currently outstanding shares of Common Stock.

26


Reasons for the Amendment

As of the Record Date, a total of 20,807,502 shares of the Company’s currently authorized 25,000,000 shares of Common Stock were issued and outstanding and approximately 1,731,720 shares were reserved for issuance pursuant to our 2006 Stock Awards Plan, leaving approximately 2,362,962 shares of our Common Stock currently unreserved and available for future use.

Our Board believes it is desirable to increase the number of authorized shares of Common Stock in order to provide the Company with adequate flexibility in corporate planning and strategies.  The availability of additional authorized shares of Common Stock could be used for a number of purposes, including corporate financing, public or private offerings of Common Stock, future acquisitions, stock dividends, stock splits, strategic relationships with corporate partners, Stock Options, and other stock-based compensation.  The availability of additional authorized shares of Common Stock is particularly important in the event that our Board needs to undertake any of the foregoing actions on an expedited basis and thus to avoid the time and expense of seeking shareholder approval in connection with the contemplated issuance of Common Stock.  Previously, we have pursued additional sales of shares of our Common Stock in order to obtain additional equity capital.  However, there are currently no plans, agreements, or understandings regarding the issuance of any of the additional shares of Common Stock that would be available only if this proposal is approved.  Further, our proposed increase in Common Stock is not in response to efforts by any party to acquire or gain control of the Company.  Such additional authorized shares may be issued for such purposes and for such consideration as our Board may determine without further shareholder approval, unless shareholder approval is required by applicable law or the rules of the NASDAQ or any stock exchange on which our securities may be listed.

Effects of the Authorization of Additional Common Stock on Holders of Common Stock

The increase in authorized shares of Common Stock will not have any immediate effect on the rights of our shareholders.  Although the additional authorized shares of Common Stock will not change the voting rights, dividend rights, liquidation rights, or any other shareholder rights, our Board will have the authority to issue additional shares of Common Stock without requiring future shareholder approval of such issuances, except as may be required by applicable law or the rules of the NASDAQ or any stock exchange on which our securities may be listed.  The issuance of additional shares of our Common Stock will decrease the relative percentage equity ownership of our shareholders, thereby diluting the voting power of their Common Stock, and, depending on the price at which the additional shares are issued, may also be dilutive to the earnings per share of the Common Stock.  The holders of our Common Stock have no preemptive rights, and our Board has no plans to grant such rights with respect to any such shares.  The authorization of additional shares of Common Stock could also have an anti-takeover effect in that additional shares could be issued in one or more transactions that could make a change in control or takeover of TGC more difficult or by the issuance of additional shares to certain persons allied with TGC’s management that could make it more difficult to remove such persons.

Anti-Takeover Effects of Existing Provisions in our Restated Articles of Incorporation and Bylaws

Some existing provisions of our restated articles of incorporation and bylaws may be deemed to have an anti-takeover effect and may delay, defer, or prevent a tender offer or takeover attempt that a shareholder might consider to be in that shareholder’s best interests.  These provisions could limit the price that investors might be willing to pay in the future for shares of our Common Stock.

·Authorized but unissued shares.  The authorized but unissued shares of our Common Stock are available for future issuance without shareholder approval unless such approval is required by applicable law or listing rules of an applicable securities exchange.  The existence of authorized but unissued and unreserved Common Stock could render more

27


difficult or discourage an attempt to obtain control of TGC by means of a proxy contest, tender offer, merger, or otherwise.

·Amendment to bylaws.  Our Board is authorized to make, alter, or repeal our bylaws without further shareholder approval.

·Advance notice of director nominations and matters to be acted upon at meetings.  Our bylaws contain advance notice requirements for nominations for directors to our Board and for proposing matters that can be acted upon by shareholders at shareholder meetings.

·Vacancies in the Board.  Any vacancy in our Board existing for any reason may be filled by the remaining directors.

·Special meetings of shareholders.  Our bylaws provide that special meetings of shareholders may be called only by our President.

·Supermajority Vote for Business Combinations.  Our restated articles of incorporation and bylaws provide thatrequire the affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of Common Stock outstanding on the Companyrecord date. Abstentions and broker non-votes will be counted as present for the purposes of determining if a quorum is present but will have the same effect as a vote against the proposed Charter amendment. A failure to vote shares will also have the effect of a vote against the Charter amendment.

Our Board of Directors unanimously recommends that you vote FOR the adoption of the proposed Charter amendment to remove Section 7(6)(f) requiring a supermajority vote for business combinations.

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PROPOSAL 3:
CHARTER AMENDMENT TO
PERMIT SHAREHOLDERS TO TAKE NON-UNANIMOUS ACTION BY WRITTEN CONSENT
The Board of Directors has approved a resolution to amend the Charter to permit shareholders to take non-unanimous action by written consent. The proposed Charter amendment would amend Article 6 by inserting a new subsection (k) to read as follows:
“(k)    Shareholder Action by Written Consent.
   Any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a duly called meeting at which the holders of all shares entitled to vote on the action were present and voted.”
If the proposal to amend the Charter to permit shareholders to take non-unanimous action by written consent is approved by at least eighty percent (80%) or more of the issued and outstanding shares of Common Stock outstanding on the record date, such Charter amendment will become effective upon the filing of articles of amendment with the Secretary of State of the State of Texas, which filing is expected to occur promptly after the Annual Meeting. This proposal to amend the Charter to permit shareholders will be required forto take non-unanimous action by written consent is not conditioned upon the approval or authorization of:  (1) any merger or consolidationof Proposal 2 to amend the Charter to remove Section 7(6)(f) requiring a supermajority vote for business combinations. If this proposal to amend the Charter to permit shareholders to take non-unanimous action by written consent is approved, but Proposal 2 is not approved, then the Charter will only be amended to permit shareholders to take non-unanimous action by written consent.
The description of the amendment to the Charter to permit shareholders to take non-unanimous action by written consent in this Proxy Statement is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the amendment, which is attached to this Proxy Statement as Appendix A. For convenience, a conformed copy of the Charter showing the changes from the current Charter, with deleted text shown as red strike-through and added text shown as blue underlined, and assuming that this Proposal 3 and Proposal 2 to remove Section 7(6)(f) requiring a supermajority vote for business combinations are both approved at this Annual Meeting, is attached to this Proxy Statement as Appendix B.
If Proposal 2 and Proposal 3 regarding the proposed amendments to the Charter are approved at the Annual Meeting, our Board of Directors intends to amend our Bylaws to align our Bylaws with the Charter amendments by (i) removing Section 2.10 of our Bylaws requiring a supermajority vote for business combinations and (ii) permitting shareholders of the Company to take non-unanimous action by written consent. If this proposal to amend the Charter to permit shareholders to take non-unanimous action by written consent is approved, but Proposal 2 is not approved, then our Board of Directors intends to only amend our Bylaws to permit shareholders to take non-unanimous action by written consent and not to remove Section 2.10 of our Bylaws requiring a supermajority vote for business combinations.
Reasons for Amendment
Our Board of Directors considers it desirable and in the best interests of its shareholders to have the fleixiblity to permit shareholders the opportunity to take non-unanimous action by written consent to decrease transaction costs associated with or into another corporation or entity; or (2) any sale of all or substantially allshareholder actions, as permitted by Section 6.202 of the Company’s assetsTBOC. For example, any action by the Company that would require approval of at least a majority of our shareholders could be approved by a written consent executed by holders of at least 50.1% of our common stock instead of requiring the Company to another corporation or entity.

Texas Law

Finally, we are subjectfile a proxy statement and call a shareholders meeting to seek the restrictions contained in Section 21.606same level of shareholder approval. Therefore, after careful consideration, our Board of Directors recommends that the Charter be amended to permit shareholders to take action by non-unanimous written consent.


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Required Vote and Board of Directors Recommendation
Approval of the Texas Business Organizations Code, which we referproposed Charter amendment to as Section 21.606.  Section 21.606 provides that an issuing public corporation may not engage in certain specified business combinations with an affiliated shareholder, or any affiliate or associate of the affiliated shareholder, for a period of three years after the date on which the person became an affiliated shareholder unless the business combination was approvedpermit shareholders to take non-unanimous action by the board of directors of the issuing public corporation prior to the date the person became an affiliated shareholder or the business combination is approved bywritten consent will require the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the issuing public corporation not beneficially owned by the affiliated shareholder at a meeting of shareholders held not less than six months after the person became an affiliated shareholder.  An “affiliated shareholder” is a person who beneficially owns 20%eighty percent (80%) or more of the outstanding voting shares of the issuing public corporation or a person who beneficially owned 20% or more of the outstanding voting shares of the issuing public corporation within the previous three-year period.  Texas law defines the term “business combination” to encompass a wide variety of transactions with, or caused by, an affiliated shareholder including mergers, asset sales,issued and transactions in which the affiliated shareholder receives or could receive a benefit on other than a pro rata basis with other shareholders.  This provision of Texas law has an anti-takeover effect for transactions not approved in advance by the Board including discouraging takeover attempts that might result in a premium over the market price for shares of our Common Stock.  As a result, any person who owns 20% or more of our outstanding shares of Common Stock outstanding on the record date. Abstentions and broker non-votes will be counted as present for less than three years could not pursuethe purposes of determining if a takeover transaction that was not approved by the Board or the shareholders of the Company in the manner described above.

Amendments to Conform with the Requirements of the Texas Business Organizations Code

Effective January 1, 2010, the Texas Business Corporation Act (the “TBCA”) was replaced by the Texas Business Organizations Code (the “TBOC”).  The TBOC was promulgated to modernize and consolidate the existing law governing Texas business entities.  The TBOC took effect on January 1, 2006. However, Texas entities formed prior to January 1, 2006 were not subject to the TBOC until

28


January 1, 2010. After January 1, 2010, all entities formed in Texas, regardless of their date of formation, became governed by the TBOC.  The Company was incorporated in Texas in 1980, and thus did not become subject to the TBOC until January 1, 2010.  The TBOC provides that any Texas corporation formed prior to January 1, 2006quorum is not considered to have failed to comply with the TBOC if the corporation’s certificate of formation did not comply with the requirements of the TBOC as of January 1, 2010.  However, any such corporation must conform its certificate of formation to the TBOC when the corporation next files an amendment to its certificate of formation.  As a result of the proposal to amend the Company’s restated articles of incorporation to increase the authorized number of shares of TGC Common Stock from 25,000,000 to 35,000,000, the Company also proposes to make other amendments to conform with the requirements of the TBOC.

One of the most significant impacts of the TBOC was the standardization of the statutory terminology relating to Texas corporations and other business entities.  For example, the TBOC provides that the primary governing document for a corporation is referred to as a “certificate of formation,” whereas the charter of a corporation such as the Company was previously referred to as “articles of incorporation.”  As a result, the majority of the amendments made to the restated articles of incorporation relate to the new terminology created by the TBOC.

If the Company’s shareholders vote to approve the amendment to the Company’s restated articles of incorporation, the Companypresent but will have the authority to filesame effect as a vote against the amended and restated certificate of formation with the Texas Secretary of State, and the amended and restated certificate of formation will become effective upon its filing.

If the Company’s shareholders vote to approve Proposal No. 3, the following amendments to the Company’s restated articles of incorporation will be made.

·Article 3 will be amended to specify that the Company is a for-profit corporation;

·Article 4 will be amended to increase the number of authorized shares of Common Stock which the Company may issue up to 35,000,000;

·Article 5 regarding commencement of business will be deleted pursuant to the terms of the TBOC;

·Article 8 will be amended to include the current directors of the Company; and

·Various articles will be amended to conform terms and references specified by the TBOC.

The full text of the amended and restated certificate of formation is set forth in Appendix A.

Required Vote

Approval of theproposed Charter amendment to our restated articles of incorporationpermit shareholders to increase the number of authorizedtake non-unanimous action by written consent. A failure to vote shares of Common Stock from 25,000,000 shares to 35,000,000 shares and to make other amendments to conform with the requirements of the Texas Business Organizations Code requires the affirmative vote of the holders of two-thirds (2/3rds) of the outstanding shares of TGC Common Stock as of the Record Date.  As a result, abstentions will also have the effect of a vote “AGAINST” this proposal.

The Company’sagainst the Charter amendment to permit shareholders to take non-unanimous action by written consent.

Our Board of Directors unanimously recommends that TGC’syou vote FOR the adoption of the proposed Charter amendment to permit shareholders vote FORto take non-unanimous action by written consent.

20Proposal No. 3.

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PROPOSAL NO. 44:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit CommitteeBoard of Directors has appointed Lane Gorman Trubitt, PLLC to serveselected RSM US LLP (“RSM”) for appointment as auditors of the Company.  If the shareholders do not ratify the appointment of Lane Gorman Trubitt PLLC, the Audit Committee will reconsider the appointment.  It is not expected that a representative of Lane Gorman Trubitt, PLLC will be present at the annual meeting.  Proposal No. 4 is for the ratification of the selection of Lane Gorman Trubitt, PLLC as the Company’s Independent Registered Public Accounting Firmour independent registered public accounting firm for the fiscal year ending December 31, 2013.  The affirmative vote2023, subject to ratification by the shareholders. RSM has served as our independent registered public accounting firm since fiscal year ending December 31, 2016. Representatives of a majority ofRSM are expected to be present (via the shares present in person or represented by proxy and entitled to votelive audio webcast) at the annual meeting is required for the approval of this proposal.

Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.

The Company’sOur Board of Directors unanimously recommends that you vote FOR the appointment of RSM US LLP as our independent registered public accountants for the fiscal year ending December 31, 2023.
FORFEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
he following table presents the aggregate fees billed by the independent registered accounting firm RSM US LLP, Houston, Texas (PCAOB ID 49) for professional services rendered for the audits of our annual financial statements and audit-related fees, for the years ended December 31, 2022 and 2021, respectively:
​​​2022​​2021​
Audit Fees(1)
​​​$407,700​​​​$370,000​​
Audit-related fees(2)
​​​​—​​​​​9,000​​
Tax Fees(3)
​​​​92,000​​​​​—​​
All other fees​​​​—​​​​​—​​
Total fees​​​$499,700​​​​$379,000​​
​
Proposal No. 4.(1)

OTHER MATTERS

The

Audit fees for professional services rendered in connection with the audit of the Company’s management knowsannual financial statements for the years ended December 31, 2022 and 2021, and the reviews of no other matters that may properly be, or which are likely to be, brought before the annual meeting.  However, if any other matters are properly brought before the annual meeting, the persons namedfinancial statements included in the enclosed proxy, orCompany’s quarterly reports.
​
(2)
Audit-related fees relate to the issuance of consent for registration statements.
​
(3)
Tax fees incurred during the year ended December 31, 2022 relate to an IRS Section 382 study.
​
The Audit Committee’s policy on pre-approval of fees and other compensation paid to the independent registered accounting firm requires the Audit Committee to approve all services and fees of the principal independent accountant prior to commencement of any services. The Audit Committee pre-approved fees for all audit and non-audit services provided by the independent registered accounting firm during the years ended December 31, 2022 and 2021. All of the work performed in auditing our financial statements for the last two years by the principal independent accounting firm RSM has been performed by their substitutes, will vote in accordance with their best judgment on such matters.

full-time, permanent employees.

SHAREHOLDER PROPOSALSAUDIT COMMITTEE REPORT

A shareholder proposal intended

To the Shareholders of Dawson Geophysical Company:
It is the responsibility of the members of the Audit Committee to be presented atcontribute to the reliability of the Company’s Annual Meetingfinancial statements. In keeping with this goal, the Board of ShareholdersDirectors adopted a written charter for the Audit Committee, which is posted on the Company’s website at www.dawson3d.com in 2014 must be receivedthe “Corporate Governance” area of the “Investor Relations” section. The Audit Committee Charter was most recently reviewed by the Audit Committee on October 27, 2020, and no changes were made. The Audit Committee held four meetings during 2022. The members of the Audit Committee are independent directors.
The Audit Committee reviews management’s overview of the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the Company’s financial

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statements and the reporting process, including the systems of internal controls. The primary responsibilities of the Audit Committee are to select and retain the Company’s auditors (including review and approval of the terms of engagement and fees), to review with the auditors the Company’s financial reports (and other financial information) provided to the SEC and the investing public, to prepare and publish this report, and to assist the Board of Directors with oversight of the following:
•
integrity of the Company’s financial statements;
​
•
compliance by the Company atwith standards of business ethics and legal and regulatory requirements;
​
•
qualifications and independence of the Company’s independent auditors; and
​
•
performance of the Company’s independent auditors.
​
The Audit Committee does not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.
In the performance of its principal executive officesoversight function, the Audit Committee has reviewed and discussed the quarterly and annual financial statements, including the quality of accounting principles with management and the independent accountants. The Audit Committee (i) reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2022 with the Company’s management and with the Company’s independent auditors; (ii) discussed with the Company’s independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as currently in Plano, Texaseffect; and (iii) received the written disclosures and the letter from the Company’s 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 Company’s independent auditors the independent auditors’ independence.
Audit and audit-related fees billed to the Company by RSM related to their audit of the Company’s year ended December 31, 2022 included audit of the Company’s annual financial statements and the review of those financial statements included in the Company’s quarterly reports of Form 10-Q totaled approximately $499,700.
Based on or before January 3, 2014, in orderthe reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements for the year ended December 31, 2022 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
​November [•], 2023​​Submitted by the Audit Committee of the Board of Directors​
​​​​Albert Conly (Chairman)
Bruce Bradley
Jose Carlos Fernandes		​

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PROPOSAL 5:
ADVISORY VOTE ON EXECUTIVE COMPENSATION
This advisory vote on executive compensation, referred to as the “say-on-pay” vote, gives shareholders the opportunity to express their views on our Named Executive Officers’ compensation, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. Shareholders may vote for or against the approval of the Company’s executive compensation, or they may abstain from voting on this proposal.
The primary objectives in designing our executive compensation program are to attract, retain and motivate the talent needed to lead and grow the Company, reward successful performance and more closely align executives’ interests with those of the Company and its shareholders. The ultimate objective of our compensation program is to improve the intrinsic value of the Company and long-term shareholder value.
We encourage you to review the compensation tables and the narrative disclosures on compensation in this Proxy Statement. The Compensation Committee and the Board of Directors believe that our executive compensation program is effective in implementing our compensation philosophy and in achieving its goals.
The Company requests shareholder approval of the compensation of the Company’s Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statementstatement. Accordingly, we will ask our shareholders to vote “FOR” the following non-binding resolution at the Annual Meeting:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Proxy Statement of the Company for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
While your vote on this proposal is advisory and will not be binding on the Company, the Board of Directors or the Compensation Committee, we value the opinion of our shareholders and will take the results of this advisory vote into account when making future decisions regarding our executive compensation program.
Our Board of Directors unanimously recommends that you vote FOR the resolution, on an advisory basis, approving the executive compensation of the Named Executive Officers.

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SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The next annual meeting of the Company’s shareholders is anticipated to be held on June 6, 2024. Shareholders may submit proposals appropriate for shareholder action at the next annual meeting consistent with the regulations of the SEC. If a shareholder desires to have such proposal included in the Proxy Statement and form of proxy relatingdistributed by the Board of Directors with respect to that meeting.

In order for a shareholder proposal made outside of Rule 14a-8 to be considered timely pursuant tosuch meeting, the Company’s Amended and Restated Bylaws, such proposal must be received by the Company at itsour principal executive offices, 508 West Wall, Suite 800, Midland, Texas 79701, Attention: Mr. James K. Brata, Secretary, a reasonable time before we begin to print and send our proxy materials. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in Plano, Texas no earliersupport of director nominees other than February 2, 2014 and nothe Company’s nominees must provide timely notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

In addition, our Bylaws establish advance notice procedures with regard to certain matters, including shareholder 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 sixty (60) or more than ninety (90) days prior to the one-year anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of shareholders; provided, however, that, if the meeting is convened more than thirty (30) days prior to the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so received not later than March 4, 2014.

FINANCIAL STATEMENTS

Financial statementsthe close of business on the later of: (i) the ninetieth (90th) day before such annual meeting or (ii) the tenth (10th) day following the day on which public announcement of the Company are containeddate of such meeting is first made, at the address of our principal executive offices shown above. Such notice must include the information specified in 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 shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information shareholders 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 shareholders reside, you will likely be receiving only one annual report and proxy statement unless any shareholder at that address has given the broker contrary instructions. However, if any such beneficial shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, or if any such beneficial shareholder 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 shareholder 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 2022 Annual Report and this Proxy Statement to Shareholdersa beneficial shareholder 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 shareholder 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 shareholder 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, James K. Brata, for the fiscalpurpose of determining whether the contents represent a message to the Board of Directors. The contents of shareholder 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, although we have no formal policy requiring attendance. All of the members of the Board of Directors attended our 2022 annual meeting.

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On March 13, 2023, we filed with the SEC an Annual Report on Form 10-K for the year ended December 31, 2012 enclosed herewith.

2022. On May 1, 2023, we filed with the SEC an Amendment No. 1 on Form 10-K/A for the year ended December 31, 2022. The Annual Report on Form 10-K and Amendment No. 1 on Form 10-K/A have been provided concurrently with this Proxy Statement to all shareholders entitled to notice of, and to vote at, the Annual Meeting.

Shareholders 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 SEC’s 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 and Amendment No. 1 on Form 1-K/A are 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.

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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:
•
The charters of each of our standing committees of the Board of Directors;
​
•
Our code of business conduct and ethics;
​
•
Information concerning our business, recent news releases and filings with the SEC; and
​
•
Information concerning our Board of Directors and shareholder relations.
​
For additional information about the Company, please refer to our 2022 Annual Report, which is being mailed with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
[MISSING IMAGE: sg_jameskbrata-bw.jpg]
James K. Brata,
Secretary

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Appendix A

​

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
DAWSON GEOPHYSICAL COMPANY
(a Texas Corporation)
                 , 2023
This CERTIFICATE OF AMENDMENT (this “Certificate”) is being executed and filed pursuant to Sections 3.051, 3.052, 3.053, 3.054 and 21.364 of the Texas Business Organizations Code (the “TBOC”). The undersigned hereby certifies that:
1.   The name of the filing entity is: DAWSON GEOPHYSICAL COMPANY, a Texas for-profit corporation (the “Corporation”). The date of formation of the Corporation was March 28, 1980, and it has been assigned file number 51318400.
2.   Article 6 is amended by deleting subsection (f) regarding a supermajority vote for business combinations, and replacing its text to read as follows:
“(f)   Intentionally omitted.”
3.   Article 6 is amended to add a new subsection (k) to read in its entirety as follows:
“(k)   Shareholder Action by Written Consent.
Any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.”
4.   The amendment to the certificate of formation has been approved in the manner required by the TBOC and by the governing documents of the Corporation.
5.   This document shall become effective when the document is filed by the Secretary of State of the State of Texas.
[Signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this        day of                  , 2023.
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
By:
​
​
Name: Stephen C. Jumper
Title:   President and Chief Executive Officer

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Appendix B​
Marked Copy of Conformed Charter
Amended and Restated


Certificate of Formation


OF


TGC INDUSTRIES, INC.

Pursuant to the provisions of Sections 3.057, 3.058, 3.059, and 3.060 of the Texas Business Organizations Code (the “TBOC”), TGC INDUSTRIES, INC., a Texas for-profit corporation (the “Corporation”), adopts on this 4th day of June, 2013, this Amended and Restated Certificate of Formation which completely supersedes and replaces the Restated Articles of Incorporation (with Amendment) filed with the Texas Secretary of State on June 20, 2003 (the “2003 Restated Articles”) that are now in effect, as further amended by this Amended and Restated Certificate of Formation, and does not contain any other change except for information omitted under Section 3.059(b) of the TBOC and as set forth in Sections 3, 4, 5 and 6 below.

Section 1

The name of the Corporation as currently shown in the records of the Texas Secretary of State is “TGC INDUSTRIES, INC.” The type of filing entity of the Corporation is a Texas for-profit corporation. The date of formation of the Corporation was March 28, 1980, and it has been assigned file number 51318400.

Section 2

The amendment hereafter described in Section 3 has been properly approved in the manner prescribed by Sections 21.053 through 21.055 of the TBOC and by its governing documents.

Section 3

Article 3 is amended in its entirety to read as follows:

3.Purposes.   The Corporation is organized as a for-profit corporation under the Texas Business Organizations Code for the purpose of carrying out any lawful purpose or purposes.

Section 4

Article 4 is amended by amending Article 4.a. in its entirety to read as follows:

4.Shares.   The Corporation may issue two classes of shares as follows:

a.   Common Stock.Stock.   The aggregate number of shares of Common Stock which the Corporation may issue is 35,000,000 shares, each having a par value of $.01. The shares shall be designated as Common Stock and shall have identical rights and privileges in every respect.

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Section 5

Article 8 is amended in its entirety to read as follows:

8.Directors.   The number of directors constituting the present board of directors is six (6), and the names and addresses of the persons who will serve as directors until the next annual meeting and until their successors have been duly elected and qualified are:


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Name

​

​

Address

​

Wayne A. Whitener

​

​

101 E. Park Blvd., Ste 955


Plano, TX 75074

​

William J. Barrett

​

​

P. O. Box 6199


Fair Haven, NJ 07704

​

Herbert M. Gardner

​

​

P. O. Box 463


Wading River, NY 11792

​

Allen T. McInnes

​

​

4532 7th7th Street


Lubbock, TX 79416

​

Edward L. Flynn

​

​

7511 Myrtle Avenue


Glendale, NY 11385

​

Stephanie P. Hurtt

​

​

P. O. Box 643695


Vero Beach, FL 32964

​

Section 6

Various articles are amended to conform terms and references specified by the Texas Business Organizations Code.

Section 7

The text of the 2003 Restated Articles being restated and amended by this Amended and Restated Certificate of Formation are hereby completely superseded and replaced with the following:

1.Name.   The name of the Corporation is TGC INDUSTRIES, INC.

2.Duration.   The period of its duration is perpetual.

3.Purposes.   The Corporation is organized as a for-profit corporation under the Texas Business Organizations Code for the purpose of carrying out any lawful purpose or purposes.

4.Shares.   The Corporation may issue two classes of shares as follows:

a.Common Stock.   The aggregate number of shares of Common Stock which the Corporation may issue is 35,000,000 shares, each having a par value of $.01. The shares shall be designated as Common Stock and shall have identical rights and privileges in every respect.

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b.Preferred Stock.   The aggregate number of shares of Preferred Stock which the Corporation may issue is 4,000,000, each having a par value of $1.00. The Preferred Stock authorized by this Amended and Restated Certificate of Formation may be issued from time to time in series. The shares of each series shall be subject not only to the provisions of this Article 4b which is applicable to all series of preferred shares, but also to the additional provisions with respect to such series as are fixed from time to time by the Board of Directors. All preferred shares of each series shall be identical and of equal rank, except as may be modified by the Board of Directors. Each share of each series shall be identical in all respects with the other shares of such series, except as to the date from which dividends thereon shall be cumulative in the event the Board designates any such series to be cumulative preferred. The Board of Directors is hereby authorized and required to fix, in the manner and to the full extent provided and permitted by law, all provisions of the shares of each series not otherwise set forth in this Certificate, including, but not limited to:

(1)Designation of Series-Number of Shares.   The distinctive designation of each series and the number of shares constituting such series, which number may be increased (except where otherwise provided by the Board of Directors in its resolution creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by resolution of the Board of Directors;


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(2)Dividend Rates and Rights.   The annual rate and frequency of payment of dividends payable on the shares of all series and the dividend rights applicable thereto, including, in the event of Cumulative Preferred Stock, the date from which dividends shall be cumulative on all shares of any series issued prior to the record date for the first dividend on shares of such series;

(3)Redemption.   The rights, if any, of the Corporation to redeem; the terms and conditions of redemption; and the redemption price or prices, if any, for the shares of each, any, or all series;

(4)Sinking Fund.   The obligation, if any, of the Corporation to maintain a sinking fund for the periodic redemption of shares of any series and to apply the sinking fund to the redemption of such shares;

(5)Voluntary Liquidation Preferences.   The amount payable on shares of each series in the event of any voluntary liquidation, dissolution, or winding up of the affairs of the Corporation;

(6)Conversion Rights.   The rights, if any, of the holders of shares of each series to convert such shares into the Corporation’s Common Stock and the terms and conditions of such conversion; and

(7)Voting Rights.   The voting rights, if any, of the holders of the shares of each series, and any other preferences, and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof.

c.Reverse Stock Split.   Effective as of 5:00 p.m. Central Standard Time, on November 6, 1998 (referred to herein as “Effective Time”), every three shares of the Common Stock, par value $.10, issued and outstanding as of the Effective Time were automatically, and without action on the part of the stockholders, converted and combined into one validly issued, fully paid and non-assessable share of Common Stock, par value $.30, (the “Reverse Split”). In the case of a holder of shares not

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evenly divisible by three, such holders received in lieu of any fraction of a share, an additional share of Common Stock. As of the Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the Reverse Split were deemed to represent the number of new shares into which the old shares were convertible.

5.No Pre-emptive Rights.   No shareholder or other person may have any pre-emptive rights.

6.Special Provisions Permitted To Be Set Forth In Certificate Of Formation:Formation

:

a.Interested Directors, Officers, and Shareholders.

(1)If paragraph (2) below is satisfied, no contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation’s directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose.

(2)Paragraph (1) above will apply only if:

(a)The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee of the board, or the shareholders;

(b)The material facts as to the relationship or interest of the director or officer and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or

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transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(c)The material facts as to the relationship or interest of the director or officer and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the shareholders.

(3)For purposes of paragraphs (1) and (2) above, common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

b.Indemnification.

(1)The Corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a director, officer, agent, or employee of the Corporation and any person who serves or served at the Corporation’s request as a director, officer, agent, employee, partner, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise. In the event the provisions of indemnification set forth below are more restrictive than the provisions of indemnification allowed by the Texas Business Organizations Code, then such persons named above shall

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be indemnified to the full extent permitted by the Texas Business Organizations Code as it may exist from time to time.

(2)In case of a suit by or in the right of the Corporation against a person named in paragraph (1) above by reason of such person’s holding a position named in such paragraph (1) hereafter referred to as a derivative suit, the Corporation shall indemnify such person for reasonable expenses actually incurred by such person in connection with the defense or settlement of the suit, but only if such person satisfies the standard in paragraph (4) to follow.

(3)In case of a threatened or pending suit, action, or proceeding (whether civil, criminal, administrative, or investigative), other than a derivative suit, hereafter referred to as a non-derivative suit, against a person named in paragraph (1) above by reason of such person’s holding a position named in such paragraph (1), the Corporation shall indemnify such person if such person satisfies the standard contained in paragraph (4), for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the non-derivative suit as expenses (including court costs and attorneys’ fees), amounts paid in settlement, judgments, and fines.

(4)Whether in the nature of a derivative suit or non-derivative suit, a person named in Paragraph (1) above will be indemnified only if it is determined in accordance with paragraph (5) above that such person:

(a)acted in good faith in the transaction which is the subject of the suit;

(b)reasonably believed:

(i)his conduct was in the best interests of the Corporation; and

(ii)in all other cases, that his conduct was not opposed to the best interests of the Corporation; and

(c)in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that this person failed to satisfy the standard contained in this paragraph.

(5)A determination that the standard of paragraph (4) above has been satisfied must be made:

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(a)by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; or

(b)if such quorum cannot be obtained, by a majority vote of a committee of the board of directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or

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(c)by special legal counsel selected by the board of directors or a committee of a board by vote as set forth in subparagraphs (a) and (b) above, or, if such quorum cannot be obtained and such committee cannot be established, by a majority vote of all directors; or

(d)by the shareholders in a vote that excludes the vote of directors who are named defendants or respondents in the proceeding.

(6)Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by subparagraph (5)(c) above for the selection of special legal counsel.

(7)The Corporation may reimburse or pay in advance any reasonable expenses (including court costs and attorneys’ fees) which may become subject to indemnification under paragraphs (1) through (6) above, but only in accordance with the provisions as stated in paragraph (5) above, and only after the person to receive the payment (i) signs a written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification under paragraph (4), and (ii) undertakes in writing to repay such advances unless it is ultimately determined that such person is entitled to indemnification by the Corporation. The written undertaking required by this paragraph must be an unlimited general obligation of the director but need not be secured. It may be accepted without reference to financial ability to make repayment.

(8)The indemnification provided by paragraphs (1) through (6) above will not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

(9)The indemnification and advance payment provided by paragraphs (1) through (7) above will continue as to a person who has ceased to hold a position named in paragraph (1) above and will inure to such person’s heirs, executors, and administrators.

(10)The Corporation may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph (1) above against any liability incurred by such person in any such position, or arising out of such person’s status as such, whether or not the Corporation would have power to indemnify such person against such liability under paragraphs (1) through (7) above.

(11)Indemnification payments and advance payments made under paragraphs (1) through (10) above are to be reported in writing to the shareholders of the Corporation in the next notice or waiver of notice of annual meeting, or within twelve months, whichever is sooner.

c.Bylaws.   The power to alter, amend, or repeal the Bylaws is hereby vested in the Board of Directors.

d.Non-Cumulative Voting.   Directors are to be elected by plurality vote. Cumulative voting is not permitted.


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e.Purchase Own Stock.   The Corporation may, directly or indirectly, purchase its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor.

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f.Supermajority Vote for Business CombinationsCombinations.

.

The affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of the Corporation at a duly called meeting of the stockholders shall be required for the approval or authorization of (1) any merger or consolidation of the Corporation with or into another corporation or entity, or (2) any sale of all or substantially all of the Corporation’s assets to another corporation or entity.

f.   Intentionally omitted.
g.Consideration of Fairness of Business Combinations.Combinations

.

The Board of Directors of the Corporation, when evaluating any offer of another party to (1) purchase or otherwise acquire all or substantially all of the properties or assets of the Corporation, (2) merge or consolidate the Corporation with or into another corporation or entity, or (3) make a tender or exchange offer for any equity security of the Corporation, may, in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to all relevant factors, including, without limitation: (a) the fairness of the price or financial terms of the proposal, (b) the relationship of the proposal to the value of the Corporation in a transaction of a similar type resulting from arm’s length negotiations; and (c) the social and economic effects of the proposed transaction on the employees, shareholders and other constituents of the Corporation and on the communities in which the Corporation operates or is located.

h.Number and Classification of Directors.Directors

.

The Board of Directors shall consist of not less than three (3) nor more than nine (9) directors. The number of Directors may be increased or decreased (within the limits stated above) by resolution of the Board of Directors, but no decrease may have the effect of shortening the term of any incumbent director. A director may be removed prior to the end of the term for which he is elected only for cause and by the affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of the Corporation at a meeting of the stockholders duly called for the consideration of such removal. At any such time as the Board of Directors shall consist of nine (9) directors, the Board of Directors may by resolution classify the Board into three (3) classes, each class to consist of three (3) directors. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class shall expire at the third annual meeting after their election. At each annual meeting after such classification the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.

i.Supermajority Vote for Amendment of this Article.Article

.

The provisions set forth in this Article 6 may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of eighty percent (80%) or more of the issued and outstanding shares of the Corporation at a meeting of the stockholders duly called for the consideration of such amendment, alteration, change or repeal.

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j.Limitation of Liability.Liability

.

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, to the extent permitted by the Texas Business Organizations Code. Neither the amendment nor repeal of this paragraph shall eliminate or reduce the effect of this paragraph

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in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph, would accrue or arise, prior to such amendment or repeal. If the Texas Business Organizations Code is hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Texas Business Organizations Code, as so amended from time to time.

k.   Shareholder Action by Written Consent.
Any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.
7.Registered Office and Agent.   The street address of the Corporation’s present registered office and the name of its initial registered agent at such address are as follows:

CT Corporation System


350 N. St. Paul St., Ste. 2900


Dallas, Texas 75201-4234

8.Directors.   The number of directors constituting the present board of directors is six (6), and the names and addresses of the persons who will serve as directors until the next annual meeting and until their successors have been duly elected and qualified are:

Name

​

​

Address

​

Wayne A. Whitener

​

​

101 E. Park Blvd., Ste 955


Plano, TX 75074

​

William J. Barrett

​

​

P. O. Box 6199


Fair Haven, NJ 07704

​

Herbert M. Gardner

​

​

P. O. Box 463


Wading River, NY 11792

​

Allen T. McInnes

​

​

4532 7th7th Street


Lubbock, TX 79416

​

Edward L. Flynn

​

​

7511 Myrtle Avenue


Glendale, NY 11385

​

Stephanie P. Hurtt

​

​

P. O. Box 643695


Vero Beach, FL 32964

​

[Signature Page to Follow]


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This Amended and Restated Certificate of Formation becomes effective when filed with the Texas Secretary of State.

TGC INDUSTRIES, INC.

By:

Wayne A. Whitener, President

A-9TGC INDUSTRIES, INC.

By:
/s/ Wayne A. Whitener
​
​
Wayne A. Whitener, President

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0 --------------- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 COMMON STOCK PROXY TGC INDUSTRIES, INC. Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting of Shareholders, June 4, 2013 The undersigned hereby appoint(s) James K. Brata or Wayne A. Whitener, each with full power of substitution, as proxies, to vote all Common Stock in TGC Industries, Inc. which the undersigned would be entitled to vote on all matters which may come before the Annual Meeting of the Shareholders of the Company to be held on June 4, 2013, and any adjournments thereof. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL NOS. 2, 3, AND 4. (Continued and to be signed on the reverse side.)

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ANNUAL MEETING OF SHAREHOLDERS OF TGC INDUSTRIES, INC. June 4, 2013 COMMON STOCK PROXY NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://www.tgcseismic.com/proxy Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. ELECTION OF DIRECTORS OF THE COMPANY O Wayne A. Whitener O William J. Barrett O Herbert M. Gardner O Allen T. McInnes O Edward L. Flynn O Stephanie P. Hurtt 2. TO CAST AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO APPROVE THE AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF TGC COMMON STOCK TO 35,000,000 AND MAKE OTHER AMENDMENTS TO CONFORM WITH THE REQUIREMENTS OF THE TEXAS BUSINESS ORGANIZATIONS CODE. 4. RATIFICATION OF SELECTION OF LANE GORMAN TRUBITT, PLLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Returned proxy forms when properly executed will be voted: (1) as specified on the matters listed above; (2) in accordance with the Directors’ recommendations where a choice is not specified; and (3) in accordance with the judgment of the proxies on any other matters that may properly come before the meeting. PLEASE COMPLETE, SIGN, DATE AND RETURN THE CARD PROMPTLY. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL NOS. 2, 3, AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. --------------- ---------------- 20630300030000000000 4 060413 FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN


CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
TGC INDUSTRIES, INC.
(a Texas Corporation)
February 9, 2015
This CERTIFICATE OF AMENDMENT (this “Certificate”) is being executed and filed pursuant to Sections 3.051, 3.052, 3.053, 3.054 and 21.364 of the Texas Business Organizations Code (the “TBOC”). The undersigned hereby certifies that:
1.   The name of the filing entity is: TGC INDUSTRIES, INC., a Texas for-profit corporation (the “Corporation”). The date of formation of the Corporation was March 28, 1980, and it has been assigned file number 51318400.
2.   The Corporation now desires to changes its name. Accordingly, Article 1 of the Amended and Restated Certificate of Formation of the Corporation is hereby revised to read in full:
“Name.   The name of the Corporation is DAWSON GEOPHYSICAL COMPANY”
3.   Article 4 of the Amended and Restated Certificate of Formation of the Corporation is hereby revised to include a new section d. thereof as follows:
“d. 2015 Reverse Split.   Effective at 4:02 p.m., Central Time, on February 11, 2015 (referred to herein as “Split Effective Time”), every three shares of the Common Stock, par value $.01, issued and outstanding as of the Split Effective Time were automatically, and without action on the part of the shareholders, converted and combined into one validly issued, fully paid and non-assessable share of Common Stock, par value $.01, (the “2015 Reverse Split”). In the case of a holder of shares not evenly divisible by three, such holders received in lieu of any fraction of a share, an additional share of Common Stock. As of the Split Effective Time and thereafter, a certificate(s) representing shares of Common Stock prior to the 2015 Reverse Split were deemed to represent the number of new shares into which the old shares were convertible.”
4.   The amendment to the certificate of formation has been approved in the manner required by the TBOC and by the governing documents of the Corporation.
5.   This document becomes effective at 4:02 p.m., Central Time, on February 11, 2015.
[Signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 9th day of February, 2015.
By:
/s/ Wayne A. Whitener
​
​
Name: Wayne A. Whitener, President
Title:   President and Chief Executive Officer

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV25632-TBD! ! !ForAllWithholdAllFor AllExceptFor Against Abstain! ! !! ! !! ! !! ! !DAWSON GEOPHYSICAL COMPANY To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.DAWSON GEOPHYSICAL COMPANYATTN: JAMES K. BRATA508 WEST WALL, SUITE 800MIDLAND, TX 79701-501001) Matthew Wilks02) Bruce Bradley03) Albert Conly04) Jose Carlos Fernandes05) Sergei KrylovNominees: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 signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer.4. Proposal to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2023.2. Proposal to amend the Company's charter to remove the requirement of a supermajority vote for business combinations, as disclosed in the ProxyStatement of the Company for the 2023 Annual Meeting of Shareholders.3. Proposal to amend the Company's charter to permit shareholders to take non-unanimous action by written consent, as disclosed in the Proxy Statementof the Company for the 2023 Annual Meeting of Shareholders.5. Proposal to approve a non-binding advisory resolution on the compensation of the named executive officers.NOTE: The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement of Dawson Geophysical Company for theAnnual Meeting to be held on November [*], 2023. The shares represented by this proxy, when properly executed will be voted in the manner directed herein bythe undersigned Shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS NOMINEES LISTEDABOVE AND FOR PROPOSALS 2, 3, 4 AND 5. If any other matters properly come before the meeting the persons named in this proxy will vote in their discretion.1. Election of DirectorsThe Board of Directors recommends you vote FORthe following:The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.PRELIMINARY - SUBJECT TO COMPLETIONVOTE BY INTERNETBefore The Meeting -
Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have yourproxy card in hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/DWSN2023You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use 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 handwhen you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE w
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V25633-TBDImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.DAWSON GEOPHYSICAL COMPANYAnnual Meeting of ShareholdersNovember [*], 2023 at 10:00 AM Central TimeThis proxy is solicited by the Board of DirectorsThe shareholder(s) hereby appoint(s) Stephen C. Jumper and James K. Brata, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) 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 shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM Central Time on November [*], 2023, via live audio webcast atwww.virtualshareholdermeeting.com/DWSN2023, and at any adjournment or postponement thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3, 4 AND 5.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE
ENCLOSED REPLY ENVELOPE.Continued and to be signed on reverse side