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MarketScreener Homepage  >  Equities  >  Nyse  >  U.S. Silica Holdings, Inc.    SLCA

U.S. SILICA HOLDINGS, INC.

(SLCA)
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U.S. SILICA HOLDINGS, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/07/2020 | 03:17pm EDT

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 U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan

The stockholders of U.S. Silica Holdings, Inc. (the Company") approved the Second Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the "Plan") at the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting") held on May 7, 2020.

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 April 5, 2027.

The Plan was approved by the Company's Board of Directors on March 12, 2020 subject to stockholder approval. The foregoing description of the Plan is qualified in its entirety by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and incorporated herein by reference.

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

Peter Bernard 45,887,840 1,987,884 52,703 14,122,131 Diane K. Duren 38,353,182 9,522,572 52,673 14,122,131 William J. Kacal 45,903,043 1,972,052 53,332 14,122,131 Bonnie C. Lind 41,603,962 6,257,271 67,194 14,122,131 Charles Shaver 36,733,317 11,145,161 49,949 14,122,131 Bryan A. Shinn 47,492,126 379,580 56,721 14,122,131 J. Michael Stice 38,307,441 9,562,991 57,995 14,122,131

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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 Grant Thornton LLP as the independent registered public accounting firm for 2019 was approved with approximately 95% of the votes cast at the Annual Meeting voting for the proposal.


   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 Second Amended and Restated U.S. Silica Holdings Inc. 2011 Incentive Compensation Plan, as amended and restated effective February 1, 2020. 104 Cover Page Interactive Data File (formatted as inline XBRL)

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© Edgar Online, source Glimpses

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