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
Date of Report (date of earliest event reported): October 1, 2021
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
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Registrant’s telephone number, including area code: (281 ) 258-2170
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(d)
Effective October 1, 2021, Sandra Rogers was appointed to serve as an independent director of the Board of Directors of U.S. Silica Holdings, Inc. (“U.S. Silica”) as well as an independent member of the Board’s Audit Committee and Nominating & Governance Committee. Ms. Rogers will serve as a director until the next annual meeting of stockholders and will be subject to election by the vote of stockholders at such meeting.
Ms. Rogers will be entitled to participate in U.S. Silica’s non-employee director compensation program on the same basis as other directors. Ms. Rogers will also be entitled to enter into U.S. Silica’s standard indemnification agreement for directors.
There are no arrangements or understandings between Ms. Rogers and any other persons pursuant to which Ms. Rogers was selected as a director. There are no relationships between Ms. Rogers and U.S. Silica or its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of U.S. Silica’s press release announcing the appointment of Ms. Rogers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
104 Cover Page Interactive Data File (formatted as inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 1, 2021
| U.S. SILICA HOLDINGS, INC. | ||||||||||||||||||||
| /s/ Stacy Russell | ||||||||||||||||||||
| Stacy Russell | ||||||||||||||||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||||||||||||||||
Exhibit 99.1
News Release
U.S. Silica Expands Board of Directors with Appointment of Sandra Rogers
Katy, TX, October 1, 2021 – U.S. Silica Holdings, Inc. (NYSE: SLCA) today announced that it has appointed Sandra Rogers to its Board of Directors. The election of Ms. Rogers increases the size of the Company's Board to six members. Ms. Rogers will also serve as an independent member of the Audit and Nominating & Governance Committees of the Board as well as devote additional emphasis to ESG program expansion.
Ms. Rogers has served as Vice President, Supply Chain of Hillrom Holdings, Inc., an American medical technology provider since 2016. She currently serves as Chair of the Policy Owner’s Examining Committee at Northwestern Mutual. Ms. Rogers is also a member of the iMentor Chicago Area Board and the New Community Outreach Board of Chicago, IL. Sandra is a member of the Hillrom corporate Diversity, Inclusion & Belonging Council and executive sponsor for the African American employee resource group. She is a recipient of the Hillrom Driver Goal, Compliance Champion, and Diversity Inclusion & Belonging Awards. In 2019, Ms. Rogers was recognized by Savoy Magazine as one of the Most Influential Women in Corporate America. Prior to her role at Hillrom, Ms. Rogers held Vice President positions at NetJets, Inc. and Honeywell, Inc.
Commenting on the addition of Ms. Rogers to the U.S. Silica board, Chief Executive Officer Bryan Shinn stated, "Sandra brings valuable operations and supply chain experience in addition to a diverse perspective to U.S Silica. We look forward to the benefits of her leadership and I am delighted to welcome her to our board."
"Our board was committed to the addition of a new member who would complement our broad expertise and assist us as we continue to navigate through the market recovery. We are very pleased to have Sandra join our team," said Charles Shaver, U.S. Silica's Chairman. "She will bring invaluable insight to our board as we continue to grow our businesses while focusing on controlling costs and maintaining supply chain efficiencies. "
"I'm very excited to join Bryan, Charlie and the other U.S. Silica board members," said Ms. Rogers. "I look forward to engaging with the Company’s stakeholders as well as using my experience and skillset to contribute to U.S. Silica’s further growth and success."
About U.S. Silica
U.S. Silica Holdings, Inc. is a performance materials company and is a member of the Russell 2000. The Company is a leading producer of commercial silica used in the oil and gas industry, and in a wide range of industrial applications. Over its 121-year history, U.S. Silica has developed core competencies in mining, processing, logistics and materials science that enable it to produce and cost-effectively deliver over 600 diversified products to customers across our end markets. U.S. Silica's wholly-owned subsidiaries include EP Minerals and SandBox Logistics™. EP Minerals is an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. SandBox Logistics™ is a state-of-the-art leader in proppant storage, handling and well-site delivery, dedicated to making proppant logistics cleaner, safer and more efficient. The Company currently operates 24 mines and production facilities and is headquartered in Katy, Texas.
Investor Contact
Patricia Gil
Vice President, Investor Relations
(281) 505-6011
gil@ussilica.com