Current Report Filing (8-k)
12 Maggio 2023 - 10:34PM
Edgar (US Regulatory)
false 0001524741 0001524741 2023-05-11 2023-05-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 11, 2023
U.S. Silica Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 001-35416 |
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26-3718801 |
| (Commission File Number) |
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(IRS Employer Identification No.) |
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| 24275 Katy Freeway, Suite 600, Katy, Texas |
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77494 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 258-2170
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading
Symbol |
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Name of each exchange on which registered |
| Common Stock, $0.01 par value |
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SLCA |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Fifth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan
The stockholders of U.S. Silica Holdings, Inc. (the “Company”) approved the Fifth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”) at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 11, 2023.
The amendment and restatement of the Plan provides for an additional 3.2 million shares of stock to be available to be granted to Company employees, non-employee directors and consultants in the form of stock options, stock appreciation rights, and stock awards, which may include restricted stock or restricted stock units. A total of 18.025 million shares of Company common stock are subject to the Plan. Awards may be granted under the Plan on or before May 11, 2033.
The amendment and restatement of the Plan also (i) eliminates provisions relating to the performance-based compensation exemption under Section 162(m) of the Code since the exemption is no longer applicable, and (ii) revises the Plan’s tax withholding provision to permit share withholding above the minimum statutory amount, provided it does not exceed the maximum statutory rate in the applicable jurisdiction.
The Plan was approved by the Company’s Board of Directors on March 17, 2023, subject to stockholder approval. The foregoing description of the Plan is qualified in its entirety by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and incorporated herein by reference. A blackline of the Plan marked against the Fourth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan is included as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders of the Company:
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Item 1-elected all 6 director nominees; |
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• |
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Item 2-approved, on an advisory basis, the compensation of the Company’s named executive officers; |
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• |
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Item 3-ratified the appointment of Grant Thornton LLP as independent public accounting firm for 2023; and |
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Item 4-approved the adoption of an amendment and restatement of the Company’s 2011 Incentive Compensation Plan. |
The final voting results for the proposals presented at the meeting are set forth below:
Item 1-Election of Directors
All director nominees were elected at the Annual Meeting to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
| Peter C. Bernard |
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56,675,190 |
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1,963,347 |
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29,891 |
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9,047,321 |
| Diane K. Duren |
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57,767,701 |
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873,747 |
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26,980 |
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9,047,321 |
| William J. Kacal |
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56,621,327 |
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1,933,283 |
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113,818 |
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9,047,321 |
| Sandra R. Rogers |
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57,088,152 |
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1,553,343 |
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26,933 |
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9,047,321 |
| Charles W. Shaver |
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56,677,299 |
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1,959,335 |
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31,794 |
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9,047,321 |
| Bryan A. Shinn |
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57,487,809 |
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1,147,248 |
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33,371 |
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9,047,321 |
Item 2-Advisory Resolution to Approve Executive Compensation
The advisory resolution to approve the compensation of the Company’s named executive officers was approved with approximately 96.5% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 56,625,969 |
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1,984,700 |
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57,759 |
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9,047,321 |
Item 3-Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2023 was approved with approximately 99.1% of the votes cast at the Annual Meeting voting for the proposal. The Company did not receive any broker non-votes for this proposal because the brokers had discretionary voting power with respect to this proposal.
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| For |
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Against |
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Abstain |
| 67,139,177 |
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340,230 |
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236,342 |
Item 4-Amendment and Restatement of the Company’s 2011 Incentive Compensation Plan
The proposal to approve the adoption of an amendment and restatement of the Company’s 2011 Incentive Compensation Plan, as described in the Definitive Proxy Statement, was approved with approximately 71.1% of the votes cast at the Annual Meeting voting for the proposal.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 41,709,566 |
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16,902,039 |
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56,823 |
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9,047,321 |
| Item 9.01 |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 12, 2023
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U.S. SILICA HOLDINGS, INC. |
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/s/ Stacy Russell |
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Stacy Russell |
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Executive Vice President, General Counsel & Corporate Secretary |
Grafico Azioni Silica (NYSE:SLCA)
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Grafico Azioni Silica (NYSE:SLCA)
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Da Mag 2023 a Mag 2024
