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 16, 2023
SOLARIS OILFIELD INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38090 | 81-5223109 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
9811 Katy Freeway, Suite 700 Houston, Texas 77024 (Address of principal executive offices) (Zip Code) (281) 501-3070 | ||
(Registrant’s telephone number, including area code) | ||
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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.01 par value | “SOI” | 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. |
The Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”), previously approved, subject to stockholder approval, the First Amendment (the “LTIP Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the “Plan”). As further described below under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the LTIP Amendment at the Company’s 2023 Annual Meeting of Stockholders that was held on May 16, 2023 (the “Annual Meeting”). Pursuant to the LTIP Amendment, the Plan has been amended to increase the number of shares available for issuance thereunder by 4,700,000 shares of the Company’s Class A common stock and extend the expiration date of the Plan by ten years such that it will now expire on March 17, 2033. The LTIP Amendment became effective as of May 17, 2023. The additional shares of the Company’s Class A common stock authorized to be issued under the Plan pursuant to the LTIP Amendment will be registered pursuant to a registration statement on Form S-8.
The LTIP Amendment is described in more detail in the section titled “Approval of an Amendment to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (Proposal No. 4)” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 3, 2023 (the “Proxy Statement”), and such description is incorporated herein by reference.
The foregoing description of the LTIP Amendment does not purport to be complete and is qualified in its entirety by the full text of the LTIP Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting the stockholders of the Company approved an amendment (the “Certificate of Incorporation Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, and the Certificate of Incorporation Amendment was filed with the office of the Secretary of State of the State of Delaware on May 22, 2023, and became effective upon filing. The Certificate of Incorporation Amendment amends the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by the Delaware General Corporation Law. A description of the Certificate of Incorporation Amendment is described in more detail in the section titled “Approve an Amendment to our Amended and Restated Certificate of Incorporation (Proposal No. 3)” in the Company’s Proxy Statement, and such description is incorporated herein by reference.
The foregoing description of the Certificate of Incorporation Amendment does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Incorporation Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted upon the following six proposals, each of which are described in more detail in the Company’s Proxy Statement. Voting results for each proposal considered at the Annual Meeting are set forth below:
Proposal 1:Election of three Class III Directors.
The three individuals listed below were elected as directors of the Company by the Company’s stockholders at the Annual Meeting to serve until the Company's 2026 annual meeting of stockholders. Voting results for each director were as follows:
Name | For | Withheld | Broker Non-Votes |
William A. Zartler | 36,307,990 | 1,597,383 | 5,401,443 |
Edgar R. Giesinger | 24,691,230 | 13,214,143 | 5,401,443 |
A. James Teague | 36,253,032 | 1,652,341 | 5,401,443 |
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Proposal 2:Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.
Voting results with respect to the ratification by the Company’s stockholders of BDO USA, LLP as the Company’s independent registered public accounting firm for 2023 were as follows:
For | Against | Abstentions |
42,976,240 | 61,273 | 269,303 |
Proposal 3:Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.
Voting results with respect to the approval by the Company’s stockholders of the Certificate of Incorporation Amendment to reflect new Delaware law provisions regarding officer exculpation were as follows:
For | Against | Abstentions | Broker Non-Votes |
32,014,988 | 5,778,635 | 111,750 | 5,401,443 |
Proposal 4:Approval of an amendment to the Company’s Long Term Incentive Plan.
Voting results with respect to the approval by the Company’s stockholders of the LTIP Amendment were as follows:
For | Against | Abstentions | Broker Non-Votes |
22,642,474 | 14,567,049 | 695,850 | 5,401,443 |
Proposal 5:Advisory vote to approve the compensation of the Company’s Named Executive Officers.
Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, of the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, were as follows:
For | Against | Abstentions | Broker Non-Votes |
35,418,137 | 2,452,167 | 35,069 | 5,401,443 |
Proposal 6:Advisory vote on the frequency of future advisory votes to approve executive compensation.
Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, on the frequency of future advisory votes to approve executive compensation were as follows:
For | |
One Year | 36,117,451 |
Two Years | 289,531 |
Three Years | 1,468,308 |
Abstain | 30,083 |
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Based on the results of the vote for Proposal 6, and consistent with the recommendation of the Company’s Board, the Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on this matter.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description |
3.1 | |
10.1 | First Amendment to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan. |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2023
SOLARIS OILFIELD INFRASTRUCTURE, INC. | ||||
By: | /s/ KYLE S. RAMACHANDRAN | |||
Name: | Kyle S. Ramachandran | |||
Title: | President and Chief Financial Officer | |||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
amended and Restated Certificate Of Incorporation OF
SOLARIS OILFIELD INFRASTRUCTURE, INC.
SOLARIS OILFIELD INFRASTRUCTURE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Solaris Oilfield Infrastructure, Inc., resolutions were adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and that said amendment should be presented to the stockholders of said corporation at the 2023 Annual Meeting of Stockholders for approval thereof.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the proposed amendment was presented to the stockholders of said corporation at its 2023 Annual Meeting of Stockholders duly called and held on the 16th day of May 2023 in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute and the Amended and Restated Certificate of Incorporation of said corporation were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing ARTICLE IX thereof to read as follows:
“ARTICLE IX
LIMITATION OF DIRECTOR AND OFFICER LIABILITY
SECTION 9.1. Limitation of Director and Officer Liability. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director or officer, as applicable. Any amendment, repeal or modification of this Article IX shall be prospective only and shall not affect any limitation on liability of a director or officer for acts or omissions occurring prior to the date of such amendment, repeal or modification.”
(Signature page follows)
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IN WITNESS WHEREOF, Solaris Oilfield Infrastructure, Inc. has caused this Certificate of Amendment to be signed by its Chief Legal Officer and Corporate Secretary this 22nd day of May, 2023.
SOLARIS OILFIELD INFRASTRUCTURE, INC.
By: /s/ Christopher M. Powell
Name: Christopher M. Powell
Title: Chief Legal Officer and Corporate Secretary
Solaris Oilfield Infrastructure, Inc.
Signature Page to Certificate of Amendment
of Amended and Restated Certificate of Incorporation
Exhibit 10.1
FIRST AMENDMENT TO THE
SOLARIS OILFIELD INFRASTRUCTURE, INC.
LONG TERM INCENTIVE PLAN
THIS FIRST AMENDMENT (the “First Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the “Plan”), has been adopted by the board of directors (the “Board”) of Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
W I T N E S S E T H:
WHEREAS, the Company previously adopted the Plan;
WHEREAS, Section 10 of the Plan provides that the Plan may be amended from time to time, subject to the approval of the Company’s stockholders if such stockholder approval is required by the rules of any stock exchange on which the Stock is listed or quoted;
WHEREAS, the Board now desires to amend the Plan to increase the number of shares of Stock reserved for delivery under the Plan by 4,700,000 shares, which amendment is subject to the approval of the Company’s stockholders pursuant to the rules of the New York Stock Exchange; and
WHEREAS, the Board has determined that the First Amendment shall be made effective as of May 17, 2023 (the “Amendment Effective Date”), subject to approval by the Company’s stockholders.
NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be amended as of the Amendment Effective Date, as set forth below:
| I. | Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following: |
“Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, 9,818,080 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares under the Plan.
| II. | Section 9(n) of the Plan is hereby deleted and replaced in its entirety with the following: |
“Plan Effective Date and Term. The Plan was originally adopted by the Board to be effective on the Effective Date and was later amended by the Board, effective as of the Amendment Effective Date. Unless the Plan is terminated earlier by the Board, no Awards may be granted under the Plan on and after the tenth anniversary of the Amendment Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.
RESOLVED, that except as amended hereby, the Plan is specifically ratified and reaffirmed.
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