UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
U.S. Silica Holdings, Inc. (the “Company”) previously announced that Donald A. Merril, the Company’s Executive Vice President and Chief Financial Officer, was terminated without cause effective October 20, 2023 (the “Separation Date”). As previously reported, Mr. Merril’s termination was not as a result of any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments.
On November 17, 2023, the Company and U.S. Silica Company entered into a Confidential Separation, Severance and General Release Agreement (the “Separation Agreement”) with Mr. Merril.
Pursuant to the Separation Agreement, Mr. Merril will receive a lump sum payment in the amount of his annual base salary of $440,000 and continuation of group health insurance pursuant to COBRA for 12 months following the Separation Date. Mr. Merril will also be eligible to earn an annual incentive under the Company’s 2023 Annual Bonus Incentive Program, with performance goals commensurate with Mr. Merril’s position on the Separation Date and paid in accordance with the Company’s standard pay practices in early 2024.
Within 30 days of execution of the Separation Agreement, Mr. Merril shall vest in his unvested time-based restricted stock units (“RSUs”) that were scheduled to vest in February 2024; namely, one-third of the total number of RSUs granted to Mr. Merril in each of February 2021, February 2022 and February 2023. With respect to Mr. Merril’s outstanding and unvested performance-based restricted stock units (“PSUs”), such PSUs will continue to remain outstanding until the applicable performance results have been certified and will become vested or be forfeited based on actual performance in accordance with the otherwise applicable performance vesting conditions set forth in each applicable award agreement. The number of PSUs to become vested under the Separation Agreement shall be the number of PSUs that would have become vested based on actual performance for the full performance period in the applicable award agreement multiplied by a fraction, the numerator of which is the number of calendar days in the period beginning with the date of commencement of such performance period and ending on December 31, 2023, and the denominator of which is one thousand ninety six (1,096) and, in each case, will be settled in accordance with the terms and conditions of the applicable award agreements. Mr. Merril shall also remain fully vested in the nonqualified stock options previously granted to him which have previously vested and have not been exercised or expired. Such vested non-qualified stock options shall remain exercisable until the earlier of (i) 90 days after the Separation Date, and (ii) the expiration of the stated term of such non-qualified stock options.
Pursuant to the Separation Agreement, Mr. Merril has executed a general release of claims against the Company and has agreed to continued compliance with the non-compete and non-solicitation provisions to which he is subject.
The foregoing summary of the terms of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1* | Confidential Separation, Severance and General Release Agreement dated November 17, 2023 by and between Donald A. Merril, U.S. Silica Company and U.S. Silica Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
| * | Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request. |
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: November 24, 2023
| U.S. SILICA HOLDINGS, INC. | ||
| /s/ Stacy Russell | ||
| Stacy Russell | ||
| Executive Vice President, General Counsel & Corporate Secretary | ||