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 22, 2013, the Board of Directors (the "Board") of Dawson Geophysical Company (the "Company"), on the recommendation of the Compensation Committee and in accordance with the Company's practice during fiscal 2012 and 2011, approved a deferral of 5% of the fiscal 2013 salary of Stephen C. Jumper, Christina W. Hagan, C. Ray Tobias, James W. Thomas and K. S. Forsdick. The deferred portion will be paid in December of 2013 and will not change the total amount of salary payable to the named executive officers. The Compensation Committee has delegated to Mr. Jumper the authority to determine in future years whether a portion of the salary of the named executive officers (other than Mr. Jumper) will continue to be deferred.

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

The Company's Annual Meeting of Shareholders was held on January 22, 2013.

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
              Craig W. Cooper       4,936,343       834,660       1,482,435
              Gary M. Hoover        4,814,998       956,005       1,482,435
              Stephen C. Jumper     4,815,883       955,120       1,482,435
              Jack D. Ladd          4,936,663       834,340       1,482,435
              Ted R. North          4,931,919       839,084       1,482,435
              Tim C. Thompson       4,809,224       961,779       1,482,435

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013.

                                      Number of Shares
                           For                6,351,287
                           Against               43,324
                           Abstain              858,827

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

                                          Number of Shares
                      For                         4,972,185
                      Against                        91,359
                      Abstain                       707,459
                      Broker Non-Votes            1,482,435