8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 27, 2022

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UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)

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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):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ 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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2022, Edward A. Odishaw, a valued and long-standing director of United States Lime & Minerals, Inc. (the “Company”), passed away. Mr. Odishaw steadfastly served as a director of the Company for 29 years.

On July 27, 2022, the Company Board of Directors (the “Board”) appointed Sandra C. Duhè as a director.  The Board determined that Ms. Duhé is an independent director as that term is defined by the Nasdaq listing rules and the rules of the Securities Exchange Commission under the Securities Exchange Act of 1934, as amended. Ms. Duhé will serve on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee.

As a non-employee director, Ms. Duhé will receive cash and equity compensation paid by the Company in the same manner as the Company’s other non-employee directors. Ms. Duhé has had no prior transactions, relationships, contracts or arrangements with the Company.

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SIGNATURES

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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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