SEI 8-K
Solaris Energy Infrastructure, Inc. (SEI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 Second 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 Special Meeting of Stockholders that was held on August 30, 2024 (the “Special Meeting”). Pursuant to the LTIP Amendment, the Plan has been amended to increase the number of shares available for issuance thereunder by 1,600,000 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”). The LTIP Amendment became effective as of August 30, 2024. 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 entitled “Proposal 3: LTIP Amendment Proposal” in the Company’s definitive proxy statement for the Special Meeting, which was filed with the U.S. Securities and Exchange Commission on August 7, 2024 (the “Proxy Statement”), and such description is incorporated herein by reference.
The foregoing description of the LTIP Amendment and the description incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by the full text of the LTIP Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders voted upon the following four proposals, each of which are described in more detail in the Proxy Statement. At the close of business on August 7, 2024, the record date for the Special Meeting, there were 44,002,865 shares of Class A Common Stock and Class B common stock, par value $0.00 per share (“Class B Common Stock”), issued and outstanding and entitled to be voted at the Special Meeting. Voting results for each proposal considered at the Special Meeting are set forth below:
Proposal 1: Stock Issuance Proposal.
Voting results with respect to the approval, for the purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange Listed Company Manual, by the Company’s stockholders of the issuance of 16,464,778 shares of Class B Common Stock (the “Stock Issuance Proposal”), were as follows:
| For |
Against |
Abstentions | ||
| 37,660,823 | 31,742 | 13,841 |
Proposal 2: Charter Amendment Proposal.
Voting results with respect to the approval by the Company’s stockholders of a second amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time, to change the Company’s name from “Solaris Oilfield Infrastructure, Inc.” to “Solaris Energy Infrastructure, Inc.” were as follows:
| For |
Against |
Abstentions | ||
| 39,711,578 | 21,844 | 10,961 |
Proposal 3: LTIP Amendment Proposal.
Voting results with respect to the approval by the Company’s stockholders of a second amendment to the Solaris Oilfield Infrastructure, Inc.’s Long Term Incentive Plan to increase the number of shares of Class A Common Stock issuable under such plan, were as follows:
| For |
Against |
Abstentions | ||
| 28,621,288 | 7,785,451 | 1,299,667 |
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Proposal 4: Adjournment Proposal.
Voting results with respect to the approval by the Company’s stockholders of any adjournment of the Special Meeting, if necessary, to solicit additional proxies in favor of the Stock Issuance Proposal were as follows:
| For |
Against |
Abstentions | ||
| 36,212,112 | 1,483,299 | 10,995 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Second 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: August 30, 2024
| SOLARIS OILFIELD INFRASTRUCTURE, INC. | ||
| By: | /s/ Kyle S. Ramachandran | |
| Name: | Kyle S. Ramachandran | |
| Title: | President and Chief Financial Officer | |
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Exhibit 10.1
SECOND AMENDMENT TO THE
SOLARIS OILFIELD INFRASTRUCTURE, INC.
LONG TERM INCENTIVE PLAN
THIS SECOND AMENDMENT (the “Second Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (as amended from time to time, 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 and the First Amendment to 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 1,600,000 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 Second Amendment shall be made effective as of August 30, 2024 (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, 11,418,080 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.”
RESOLVED, that except as amended hereby, the Plan is specifically ratified and reaffirmed.
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