Summary of DAWSON GEOPHYSICAL CO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2012, the Board of Directors of the Company (the "Board"), on the recommendation of the Compensation Committee, approved a deferral of a portion of the fiscal 2012 salary of Stephen C. Jumper, Christina W. Hagan, C. Ray Tobias and K. S. Forsdick. The amount of deferred fiscal 2012 salary for these named executive officers is the same as the amount of fiscal 2011 salary deferred as shown in the Company's 2012 proxy statement. The deferred portion will be paid in December of 2012.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders was held on January 24, 2012.

The following proposals were adopted by the margins indicated:

1. To elect a Board of Directors to hold office until the next annual meeting of
shareholders and until their successors are elected and qualified.



                                              Number of Shares
                                                                  Broker
              Director Name           For         Withheld       Non-Votes
              Paul H. Brown         5,193,902       415,098       1,608,324
              Craig W. Cooper       5,325,134       283,866       1,608,324
              L. Decker Dawson      4,919,850       689,150       1,608,324
              Gary M. Hoover        5,293,395       315,605       1,608,324
              Stephen C. Jumper     5,201,317       407,683       1,608,324
              Jack D. Ladd          5,297,829       311,171       1,608,324
              Ted R. North          5,293,812       315,188       1,608,324
              Tim C. Thompson       4,941,534       667,466       1,608,324

2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2012.

                                      Number of Shares
                           For                5,902,123
                           Against              690,182
                           Abstain              625,019

3. To approve, on an advisory basis, the executive compensation of the named executive officers.

                                          Number of Shares
                      For                         5,396,333
                      Against                        95,047
                      Abstain                       117,620
                      Broker Non-Votes            1,608,324

4. To recommend, on an advisory basis, the frequency with which shareholders participate in an advisory vote on executive compensation.

                                         Number of Shares
                        Every 1 Year             3,532,936
                        Every 2 Years              420,319
                        Every 3 Years            1,541,294
                        Abstain                    114,451

The Company's shareholders voted, on an advisory basis, for "Every 1 Year" as their preferred frequency of conducting future advisory votes on executive compensation. The Board has considered the voting results of this advisory vote and other factors, and the Board has determined that future advisory votes on executive compensation will be held on an annual basis until the next required shareholder advisory vote on the frequency of such votes or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company's shareholders.