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): April 30, 2021
UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS |
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0-4197 |
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75-0789226 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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incorporation) |
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5429 LBJ FREEWAY, SUITE 230, DALLAS, TEXAS |
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75240 |
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(Address of principal executive offices) |
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(Zip Code) |
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(972) 991-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.10 par value |
USLM |
The NASDAQ Stock Market LLC |
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2021, United States Lime & Minerals, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) in Dallas, Texas. At the Annual Meeting, the Company’s shareholders approved an amendment to Article SIXTH of the Restated Articles of Incorporation, as amended (the “Restated Articles”), to increase the Company’s number of shares of authorized common stock, par value $0.10 per share (the “Common Stock”), from 15,000,000 shares to 30,000,000 shares of Common Stock, with the 500,000 shares of authorized preferred stock, par value $5.00 per share, remaining the same (the “Charter Amendment”). The Charter Amendment and the reasons therefor are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 26, 2021 (the “2021 Annual Meeting Proxy Statement”), and that description is incorporated by reference herein.
On May 4, 2021, the Company filed the Articles of Amendment to the Restated Articles (the “Articles of Amendment”) with the Texas Secretary of State implementing the Charter Amendment. The Articles of Amendment are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
This Current Report on Form 8-K also includes as Exhibit 4.1 an updated Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. This description has been updated to reflect the Charter Amendment.
Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, the shareholders voted on three proposals as described in the 2021 Annual Meeting Proxy Statement. The voting results for these proposals were as follows:
Proposal 1
The following six directors were elected to serve until the 2022 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified as set forth below:
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Directors |
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FOR |
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WITHHELD |
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BROKER NON-
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Timothy W. Byrne |
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5,118,391 |
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30,119 |
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504,826 |
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Richard W. Cardin |
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4,881,050 |
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267,460 |
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504,826 |
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Antoine M. Doumet |
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4,001,479 |
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1,147,031 |
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504,826 |
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Ray M. Harlin |
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5,066,941 |
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81,569 |
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504,826 |
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Billy R. Hughes |
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4,901,312 |
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247,198 |
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504,826 |
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Edward A. Odishaw |
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4,843,121 |
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305,389 |
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504,826 |
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Proposal 2
Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation as set forth below:
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BROKER NON- |
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FOR |
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AGAINST |
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ABSTAIN |
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VOTES |
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4,611,739 |
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531,070 |
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5,701 |
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504,826 |
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2
Proposal 3
Shareholders approved the Charter Amendment to increase the number of shares of authorized Common Stock from 15,000,000 shares to 30,000,000 shares as set forth below:
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BROKER NON- |
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FOR |
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AGAINST |
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ABSTAIN |
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VOTES |
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4,272,287 |
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1,052,267 |
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6,405 |
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322,377 |
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The Exhibit Index set forth below is incorporated by reference in response to this Item:
EXHIBIT INDEX
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Exhibit
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Exhibit |
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3.1 |
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Articles of Amendment to Restated Articles of Incorporation, as amended. |
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4.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 4, 2021 |
UNITED STATES LIME & MINERALS, INC. |
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By: |
/s/ Michael L. Wiedemer |
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Michael L. Wiedemer, Vice President and |
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Chief Financial Officer |
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
OF
UNITED STATES LIME & MINERALS, INC.
Pursuant to the provisions of Section 21.052 of the Texas Business Organizations Code, United States Lime & Minerals, Inc., a corporation organized and existing under and by virtue of the Texas Business Organizations Code, for the purpose of amending its Restated Articles of Incorporation, as amended, does hereby certify as follows:
ARTICLE I
The name of the Company is United States Lime & Minerals, Inc. (the “Company”).
ARTICLE II
The first paragraph of Article SIXTH of the Company’s Restated Articles of Incorporation, as amended, is deleted in its entirety and replaced with the following paragraph:
“The aggregate number of shares which the corporation shall have authority to issue is Thirty Million Five Hundred Thousand (30,500,000) divided into: one class of Thirty Million (30,000,000) shares of Common Stock, $.10 par value each, and one class of Five Hundred Thousand (500,000) shares of Preferred Stock, $5.00 par value each, which may be divided into and issued in Series as follows:”
ARTICLE III
The Articles of Amendment were approved in the manner required by the Texas Business Organizations Code and the constituent documents of the Company.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Restated Articles of Incorporation, as amended, as of the 4th day of May, 2021.
UNITED STATES LIME & MINERALS, INC.
By: /s/ Michael L. Wiedemer
Name: Michael L. Wiedemer
Title: Vice President and Chief Financial Officer
Exhibit 4.1
DESCRIPTION OF UNITED STATES LIME & MINERALS, INC.’S
SECURITIES REGISTERED UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
General
United States Lime & Minerals, Inc. (the “Company,” “we,” or “our”) is incorporated in the State of Texas. The rights of our shareholders are generally covered by Texas law and our articles of incorporation and bylaws (each as amended and restated and in effect on the date hereof). The terms of our common stock are therefore subject to Texas law, including the Texas Business Organizations Code (the “TBOC”), and the common and constitutional law of Texas.
This exhibit describes the general terms of our common stock. This description is a summary and does not purport to be complete. Our articles of incorporation and bylaws are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this exhibit is a part, and amendments or restatements of each will be filed with the Securities and Exchange Commission (the “SEC”) in future periodic or current reports in accordance with the rules of the SEC. You are encouraged to read these documents.
For more detailed information about the rights of holders of our common stock, you should refer to our articles of incorporation and bylaws and the applicable provisions of Texas law, including the TBOC.
Authorized Capital Stock
We are authorized to issue 30,000,000 shares of common stock, $0.10 par value, and 500,000 shares of preferred stock, $5.00 par value.
Common Stock
Voting Rights
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote of shareholders. No shareholder has the right of cumulative voting.
With respect to any matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares of our common stock entitled to vote is required by Texas law or our articles of incorporation, the act of the shareholders shall be the affirmative vote of the holders of a majority of the shares entitled to vote on, and voted for or against, the matter at a meeting of shareholders at which a quorum is present. Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. We do not have a classified board of directors. Our directors are elected for one-year terms.
Dividend Rights
Holders of our common stock are entitled to dividends when, as and if declared by our Board of Directors out of funds legally available therefor.
Liquidation Rights
If we liquidate, a holder of common stock will be entitled to share ratably with the other shareholders in the distribution of all assets that we have left after we pay all of our liabilities and make any necessary distributions to holders of our preferred stock.
Other
Our common stock has no preemptive or conversion rights and is not entitled to the benefits of any redemption or sinking fund provision. The outstanding shares of our common stock are fully paid and non-assessable.
Preferred Stock
The Company may issue shares of preferred stock from time to time upon the approval of our Board of Directors in one or more series without further stockholder approval. The Board of Directors may designate the number of shares to be issued in such series and the rights, preferences, privileges and restrictions granted to, or imposed on, the holders of such shares. If issued, such shares of preferred stock could have dividends and liquidation preferences over our shares of common stock, and may otherwise affect the rights of the holders of the common stock. The rights of the holders of our common stock will, therefore, generally be subject to the rights of the holders of any existing outstanding shares of preferred stock with respect to dividends, liquidation preferences and other matters. As of the date hereof, we have no outstanding shares of preferred stock.
Certain Business Combination Restrictions in Texas Law
Section 21.606 of the TBOC restricts certain business combinations between us and an affiliated shareholder (beneficial ownership of 20% or more of the voting power of our stock entitled to vote for directors) for three years after the shareholder becomes an affiliated shareholder. The restrictions do not apply if our Board of Directors approved the transaction that caused the shareholder to become an affiliated shareholder, or if the business combination is approved by the affirmative vote of two-thirds of our voting stock that is not beneficially owned by the affiliated shareholder at a meeting of shareholders called for that purpose within six months after the affiliated shareholder’s acquiring the shares. Although we may elect to exclude ourselves from the restrictions imposed by Section 21.606, our articles of incorporation does not do so.
Certain Provisions of Our Articles of Incorporation and Bylaws
Some provisions of our articles of incorporation and bylaws could make the acquisition of control of the Company and/or the removal of our existing management more difficult, including those that provide as follows:
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cumulative voting in the election of our Board of Directors, which would otherwise allow holders of less than a majority of our shares to elect director candidates, is prohibited under our articles of incorporation; |
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our Board of Directors may amend or repeal our bylaws, or adopt new bylaws without shareholder approval; |
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our Board of Directors can increase or decrease the size of the Board without shareholder approval by amending the bylaws; |
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shareholder action that is not taken at a regular or special meeting of our shareholders may only be taken by the unanimous written consent of our shareholders; and |
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our Board of Directors is authorized to issue shares of our preferred stock without shareholder approval. |
These provisions may be expected to discourage coercive takeover practices and inadequate takeover bids. They may also encourage persons seeking to acquire control of the Company to first negotiate with our Board of Directors. We believe that the benefits of our increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that these benefits outweigh the disadvantages of discouraging the proposals. Negotiating with the proponent could result in an improvement of the terms of the proposal.
Stock Exchange Listing
Our common stock is traded on the Nasdaq Stock Market under the symbol “USLM.”
Transfer Agent and Registrar
Our transfer agent and registrar is Computershare Investor Services, P.O. Box 30170, College Station, TX 77842.