U.S. SILICA HOLDINGS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Second Amended and Restated 2011
The stockholders of
The amendment and restatement of the added Plan provides for an additional 4.025
million shares of stock to be available to be granted to Company employees in
the form of of stock options, stock appreciation rights, and stock awards, which
may include restricted stock or restricted stock units. A total of 62.05 million
shares of Company common stock are subject to the Plan, and all of such shares
may be subject to incentive stock options. Awards may be granted under the Plan
on or before
The Plan was approved by the Company's Board of Directors on
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting the stockholders of the Company:
Item 1-elected all 7 director nominees;
Item 2- did not approve, on an advisory basis, the compensation of the
Company's named executive officers.
Item 3- recommended, on an advisory basis, that compensation of the
Company's named executive officers be voted on annually.
Item 4- ratified the appointment of Grant Thornton LLP as independent
public accounting firm for 2020; and
Item 5- approved the adoption of an amendment and restatement of the
Company's 2011 Incentive Compensation Plan.
The final voting results for the proposals presented at the meeting are set
forth below:
Item 1-Election of Directors
All director nominees were elected at the Annual Meeting to serve until the 2020
Annual Meeting of Stockholders and until his or her successor is elected and
qualified.
For Against Abstain Broker Non-votes
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Item 2- Advisory Resolution to Approve Executive Compensation The advisory resolution to approve the compensation of the Company's named executive officers, received approximately 30% of the votes cast in favor of the advisory resolution at the Annual Meeting voting.
For Against Abstain Broker Non-votes 14,272,957 31,355,705 2,299,765 14,122,131
Item 3- Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The advisory vote on the frequency of future advisory votes on the Company's executive compensation, as described in the Definitive Proxy Statement, was concluded with approximately 97% of the votes cast at the Annual Meeting voting in favor of annual votes.
One Year Two Years Three Years Abstain 46,501,712 93,525 1,188,437 144,753
Item 4- Independent Registered Public Accounting Firm
The proposal to ratify the appointment of
For Against Abstain 59,034,928 2,875,839 139,791
Item 5- Amendment and Restatement of the Company's 2011 Incentive Compensation Plan
The proposal to approve the adoption of an amendment and restatement of the Company's 2011 Incentive Compensation Plan, as described in the Definitive Proxy Statement, was approved with approximately 94% of the votes cast at the Annual Meeting voting for the proposal.
For Against Abstain Broker Non-votes 45,183,804 2,626,950 117,673 14,122,131
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
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