Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 31, 2023, the Board of Directors (the "Board") of Aris Water Solutions,
Inc. (the "Company") increased the size of the Board from eight to nine
directors and elected Jacinto J. Hernandez to the Board. Mr. Hernandez will
serve as a Class I director, and his term on the Board will expire at the
Company's 2025 annual meeting of stockholders. In connection with his
appointment to the Board, Mr. Hernandez was also appointed to serve as a member
of the Board's Audit Committee and Nominating and ESG Committee.
Mr. Hernandez will receive the same compensation for his service on the Board
and its committees as the other non-employee directors of the Company, including
annual equity grants under the Aris Water Solutions, Inc. 2021 Equity Incentive
Plan (the "2021 Plan"). He will receive an annual cash retainer of $75,000 and
future grants of restricted stock under the 2021 Plan of $100,000 for his
service on the Board and $40,000 for his service on the Audit Committee. In
addition, the Company entered into an indemnification agreement with Mr.
Hernandez on March 31, 2023, which was based on the Company's standard form of
indemnification agreement, which requires the Company, among other things, to
indemnify each indemnitee to the fullest extent permitted by the Delaware
General Corporation Law. The form of indemnification agreement is filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2022 filed with the Securities and Exchange Commission (the
"SEC") on March 9, 2023 and is incorporated by reference herein in its entirety.
In connection with his appointment to the Board, the Board determined that Mr.
Hernandez is independent under the independence standards of the New York Stock
Exchange (the "NYSE") and is independent under the rules of the NYSE and the SEC
for purposes of service on the Audit Committee. The Board also determined that
Mr. Hernandez qualifies as an "audit committee financial expert" as defined in
applicable SEC rules. There are no arrangements or understandings between Mr.
Hernandez and any other person pursuant to which he was selected as a director,
and there are no relationships or transactions to which Mr. Hernandez is a party
that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 3, 2023, the Company issued a press release announcing the appointment
of Mr. Hernandez to the Board, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 to this Current Report
on Form 8-K, is being furnished and 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
shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, except as shall be expressly set
forth by specific reference in such filing.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release of Aris Water Solutions, Inc., dated April 3, 2023.
Cover Page Interactive Data File (formatted in Inline XBRL and contained
104 in Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ARIS WATER SOLUTIONS, INC. 
