U.S. Silica Holdings, Inc. (NYSE:SLCA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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ME Staff 8-k

8 years ago

U.S. Silica Holdings, Inc. (NYSE:SLCA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

At the annual meeting of shareholders of U.S. Silica Holdings,
Inc. (U.S. Silica), held on May4, 2017, the shareholders of U.S.
Silica approved a proposal to amend Section3 of Article Six of
U.S. Silicas Second Amended and Restated Certificate of
Incorporation (the Certificate of Incorporation) to remove the
requirement of plurality voting for the election of directors. In
addition, shareholders approved a proposal to amend the
Certificate of Incorporation to remove certain provisions
relating to ownership of stock by U.S. Silicas former controlling
shareholder. The amendments to the Certificate were previously
approved by U.S. Silicas Board of Directors, subject to approval
by shareholders. The Third Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State
of Delaware on May4, 2017. A copy of the Third Amended and
Restated Certificate of Incorporation is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.

The Board of Directors also previously approved an amendment and
restatement to U.S. Silicas Second Amended and Restated Bylaws
(the Bylaws), which amendment was contingent upon the approval by
shareholders of the amendments to the Certificate of
Incorporation described above. Article II, Section8 of U.S.
Silicas Bylaws was amended to provide for a majority vote
standard in uncontested director elections, while retaining a
plurality vote standard in the event of a contested election.
Article II, Section11(b)(iii) of U.S. Silicas Bylaws was amended
to adopt the requirement that a shareholders notice of nomination
of a person for election to the Board of Directors include a
statement whether such nominee, if elected, intends to tender a
letter of resignation, effective upon such nominees failure to
receive the required vote for re-election at the next meeting at
which such nominee would face re-election, in accordance with
U.S. Silicas Corporate Governance Guidelines. Article II, Section
11(b)(iii) also was amended to require any person that a
shareholder proposes to nominate for election as a director of
U.S. Silica to represent that he or she intends to be the person
who actually serves as the director if he or she is elected.
Other sections of U.S. Silicas Bylaws were amended to remove
provisions relating to ownership of stock by U.S. Silicas former
controlling shareholder. U.S. Silicas Third Amended and Restated
Bylaws became effective on May4, 2017, upon the effectiveness of
the filing of the Third Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware as described above. A copy of U.S. Silicas Third Amended
and Restated Bylaws is attached hereto as Exhibit 3.2 and is
incorporated by reference.

Item5.07

Submission of Matters to a Vote of Security
Holders.

On May4, 2017, U.S. Silica held its annual meeting of
shareholders. The final voting results for the proposals
presented at the meeting are set forth below.

Election of directors nominated by U.S. Silica to serve for a
term to expire in 2018 and until their successors are duly
elected and qualified:


Name	VotesFor		VotesWithheld		Broker Non-Votes
Peter Bernard		60,944,646		3,183,629		6,297,540
William J. Kacal		62,714,480		1,413,795		6,297,540
Charles Shaver		60,580,265		3,548,010		6,297,540
Bryan A. Shinn		63,500,568		627,707		6,297,540
J. Michael Stice		61,558,791		2,569,484		6,297,540

Each of the director nominees was elected.

Ratification of Grant Thornton LLP as independent registered
public accounting firm for 2017:


VotesFor	VotesAgainst	Abstentions

70,186,675	179,021	60,119

Grant Thornton LLP was ratified as U.S. Silicas independent
registered public accounting firm for 2017.

Advisory vote to approve the compensation of U.S. Silicas
named executive officers as disclosed in the proxy statement
for the 2017 annual meeting of shareholders:

The compensation of U.S. Silicas named executive officers was
approved.

Amendment to U.S. Silicas Second Amended and Restated
Certificate of Incorporation to remove the requirement of
plurality voting for the election of directors:

The amendment to U.S. Silicas Second Amended and Restated
Certificate of Incorporation to remove the requirement of
plurality voting for the election of directors was approved.

Amendment to U.S. Silicas Second Amended and Restated
Certificate of Incorporation to remove certain provisions
relating to ownership of stock by U.S. Silicas former
controlling shareholder:

The amendment to U.S. Silicas Second Amended and Restated
Certificate of Incorporation to remove certain provisions
relating to ownership of stock by U.S. Silicas former controlling
shareholder was approved.

Item9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:


Exhibit Number		Description

3.1		Third Amended and Restated Certificate of Incorporation of U.S. Silica Holdings, Inc.

3.2		Third Amended and Restated Bylaws of U.S. Silica Holdings, Inc.

About U.S. Silica Holdings, Inc. (NYSE:SLCA)
U.S. Silica Holdings, Inc. (U.S. Silica) is a domestic producer of commercial silica, a specialized mineral that is an input into a range of end markets. The Company operates in two segments: Oil & Gas Proppants, and Industrial & Specialty Products. In the Oil & Gas Proppants segment, the Company serves the oil and gas recovery market providing fracturing sand, or frac sand. The Industrial & Specialty Products segment consists of over 250 products and materials. In its end market, oil and gas proppants, its frac sand is used to stimulate and maintain the flow of hydrocarbons in oil and natural gas wells. Its silica is also used as an irreplaceable raw material in a range of industrial applications, including glassmaking and chemical manufacturing. The Company produces and sells a range of commercial silica products, including whole grain and ground products, as well as other industrial mineral products. U.S. Silica Holdings, Inc. (NYSE:SLCA) Recent Trading Information
U.S. Silica Holdings, Inc. (NYSE:SLCA) closed its last trading session up +1.60 at 39.08 with 2,264,751 shares trading hands.