Solaris Energy Infrastructure, Inc 8-K, filed Mar 21, 2022
Solaris Energy Infrastructure, Inc. (SEI)
About this 8-K
Solaris Energy Infrastructure, Inc filed this 8-K on March 21, 2022, reporting on events of March 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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. |
Election of Director
On March 16, 2022, the Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”), increased the size of the Board from eight (8) directors to nine (9) directors and, in connection therewith, appointed Laurie H. Argo as a Class I director, with a term expiring at the 2024 annual meeting of stockholders, and until she is either reelected or her successor is elected and qualified, or until her earlier death, resignation or removal, to fill the newly created vacancy. Ms. Argo meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards and will serve on the Audit Committee of the Board. There are no family relationships between Ms. Argo and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Ms. Argo and any other person pursuant to which Ms. Argo was elected as a director. The Company is not aware of any transaction involving Ms. Argo that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Argo’s appointment to the Board, the Company entered into an Indemnification Agreement (“Indemnification Agreement”) with Ms. Argo. The Indemnification Agreement requires the Company to indemnify Ms. Argo to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified.
The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release announcing the appointment of Ms. Argo to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit Number |
| Description |
10.1 99.1 | | Indemnification Agreement (Laurie H. Argo) Solaris Oilfield Infrastructure, Inc. press release dated March 21, 2022. |
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: March 21, 2022
| 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
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of March 16, 2022, by and between Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the “Company”), and Laurie H. Argo (“Indemnitee”).
RECITALS:
WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, (i) the Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”) requires indemnification of the officers and directors of the Company (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and the Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
“Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, document and e-discovery costs, litigation expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”
“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
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would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or inaction) on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement.
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Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
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(i) | If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company. |
(ii)If to the Company to
Solaris Oilfield Infrastructure, Inc.
9811 Katy Freeway, Suite 700
Houston, Texas 77024
Attention: Board of Directors
or to any other address as may have been furnished to Indemnitee by the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
SOLARIS OILFIELD INFRASTRUCTURE, INC. | INDEMNITEE |
By:/s/ KYLE S. RAMACHANDRAN | By:/s/ LAURIE H. ARGO |
Name:Kyle S. Ramachandran | Name:Laurie H. Argo |
Title:President and Chief Financial Officer | Title:Director |
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Exhibit 99.1
Solaris Oilfield Infrastructure Names Laurie Argo to Board of Directors
HOUSTON, March 21, 2022 (BUSINESS WIRE) - Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) (“Solaris” or the “Company”) announced today that Ms. Laurie Argo has been named to the Company’s Board of Directors (the “Board”), effective March 16, 2022. Ms. Argo will also serve as an independent member of Solaris’ Audit Committee. With the addition of Ms. Argo, the Board is now composed of 9 members, including 7 independent directors.
“We are pleased to welcome Laurie to our Board and look forward to the unique perspective she will bring,” said Bill Zartler, Solaris Chairman and Chief Executive Officer. “Laurie has over 25 years of experience and leadership in the energy industry and will provide invaluable insight to Solaris as we continue to grow and develop innovative solutions that drive value for our customers and shareholders.”
About Laurie Argo
Ms. Argo currently serves as member of the Audit Committee of Rattler Midstream LP’s (NASDAQ:RTLR) Board of Directors, a role she has held since 2019. She was also a member of the Audit Committee and Remuneration Committee of EVRAZ plc’s (LSE: EVR.L) Board of Directors from 2018 to 2021.
Ms. Argo served as Senior Vice President of Crude Oil, Refined Products and Unregulated NGL Assets for Enterprise Products Holdings LLC, the general partner of Enterprise Products Partners L.P. (NYSE:EPD) (“Enterprise Products Group”) for two years. Prior to becoming Senior Vice President, she served as Chief Executive Officer of Oiltanking Partners LP, a wholly-owned subsidiary of the Enterprise Products Group. From 2005 until January 2014, Ms. Argo held various leadership positions for the Enterprise Products Group’s NGL and Natural Gas Processing businesses and has over 25 years of experience in the energy industry.
About Solaris Oilfield Infrastructure, Inc.
Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) provides mobile equipment that drives supply chain and execution efficiencies in the completion of oil and natural gas wells. Solaris’ patented equipment and services are deployed in many of the most active oil and natural gas basins in the United States. Additional information is available on our website, www.solarisoilfield.com.
Contacts:
Yvonne Fletcher
Senior Vice President, Finance and Investor Relations
(281) 501-3070
IR@solarisoilfield.com
Solaris Oilfield Infrastructure, Inc.