UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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. |
(e)
Sixth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan
The stockholders of U.S. Silica Holdings, Inc. (the “Company”) approved the Sixth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the “Plan”) at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 9, 2024.
The amendment and restatement of the Plan provides for an additional 2.9 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 20.925 million shares of Company common stock are subject to the Plan. Awards may be granted under the Plan on or before May 9, 2034.
The Plan was approved by the Company’s Board of Directors on March 1, 2024, 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 version of the Plan marked to show changes from the Fifth 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:
| • | Item 1-elected all eight director nominees; |
| • | Item 2-approved, on an advisory basis, the compensation of the Company’s named executive officers; |
| • | Item 3-ratified the appointment of Grant Thornton LLP as the Company’s independent public accounting firm for 2024; and |
| • | Item 4-approved the adoption of the 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 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Simon Bates |
62,145,490 | 789,073 | 206,479 | 8,020,093 | ||||||||||||
| Peter C. Bernard |
60,889,745 | 2,117,062 | 134,235 | 8,020,093 | ||||||||||||
| Diane K. Duren |
62,135,622 | 874,734 | 130,686 | 8,020,093 | ||||||||||||
| William J. Kacal |
60,993,845 | 2,012,651 | 134,546 | 8,020,093 | ||||||||||||
| Sandra R. Rogers |
61,383,094 | 1,584,605 | 173,343 | 8,020,093 | ||||||||||||
| Charles W. Shaver |
60,686,116 | 2,320,581 | 134,345 | 8,020,093 | ||||||||||||
| Bryan A. Shinn |
61,953,516 | 1,052,982 | 134,544 | 8,020,093 | ||||||||||||
| Jimmi Sue Smith |
62,410,467 | 556,338 | 174,237 | 8,020,093 | ||||||||||||
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 95.4% of the votes cast at the Annual Meeting voting in favor of the advisory resolution.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 60,224,472 | 2,735,247 | 181,323 | 8,020,093 |
Item 3-Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024 was approved with approximately 98.4% 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.
| For |
Against |
Abstain | ||
| 70,042,657 | 950,764 | 167,714 |
Item 4-Amendment and Restatement of the Company’s 2011 Incentive Compensation Plan
The proposal to approve the adoption of the Plan, as described in the Definitive Proxy Statement, was approved with approximately 94.4% of the votes cast at the Annual Meeting voting for the proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 59,595,275 | 3,390,419 | 155,348 | 8,020,093 |
| 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 10, 2024
| U.S. SILICA HOLDINGS, INC. | ||
| /s/ Stacy Russell | ||
| Stacy Russell | ||
| Executive Vice President, General Counsel & Corporate Secretary | ||