UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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. |
On July 12, 2023, Jimmi Sue Smith was appointed to serve, effective July 14, 2023, as an independent director of the Board of Directors (the “Board”) of U.S. Silica Holdings, Inc. (“U.S. Silica”), bringing the number of directors serving on the Board to eight. Ms. Smith was also appointed as an independent member of the Board’s Audit Committee. Ms. Smith 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. Smith will be entitled to participate in U.S. Silica’s non-employee director compensation program, which is described under the heading “Director Compensation in 2022” in U.S. Silica’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 28, 2023, on the same basis as other directors. Ms. Smith will also be entitled to enter into U.S. Silica’s standard indemnification agreement for directors. A copy of the form of Indemnification Agreement was included as Exhibit 10.20 to U.S. Silica’s Registration Statement on Form S-1 filed with the SEC on December 29, 2011.
There are no arrangements or understandings between Ms. Smith and any other persons pursuant to which Ms. Smith was selected as a director. There are no relationships between Ms. Smith 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. Smith 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. |
| 99.1 | U.S. Silica Holdings, Inc. press release dated July 14, 2023 | |
| 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: July 14, 2023
| U.S. SILICA HOLDINGS, INC. |
| /s/ Stacy Russell |
| Stacy Russell |
| Executive Vice President, General Counsel & Corporate Secretary |
Exhibit 99.1
News Release
U.S. Silica Expands Board of Directors with Appointment of Jimmi Sue Smith
Katy, TX, July 14, 2023 – U.S. Silica Holdings, Inc. (NYSE: SLCA) today announced that it has appointed Jimmi Sue Smith to its Board of Directors effective July 14, 2023. The election of Ms. Smith increases the size of the Company’s Board to eight members. Ms. Smith will also serve as an independent member of the Audit Committee of the Board.
Ms. Smith has served as Chief Financial Officer of Koppers Holdings Inc., an NYSE-listed company and leading integrated global provider of treated wood products, wood preservation chemicals and carbon compounds, since January 2022. Ms. Smith joined Koppers in 2020, serving as Vice President of Finance and Treasurer until her promotion to Chief Financial Officer. Prior to her role at Koppers, Ms. Smith served as Senior Vice President and Chief Financial Officer of EQT Corporation, a natural gas producer, from November 2018 to August 2019, and at various other roles of increasing responsibility at EQT from 2007 to November 2018.
Commenting on the addition of Ms. Smith to the U.S. Silica Board, Chief Executive Officer Bryan Shinn stated, “Jimmi Sue brings a wealth of public company financial and operating expertise to U.S Silica, and I am delighted to welcome her to our Board.”
“Our Board is pleased to add a new member who complements our Board’s breadth of talent and background,” said Charles Shaver, U.S. Silica’s Chairman. “Jimmi Sue will bring new business perspective and insight to our Board as we look to continue to grow our business and seek new opportunities to create and deliver shareholder value.”
“I’m pleased to join Bryan, Charlie and the other U.S. Silica Board members at this very exciting time for the Company,” said Ms. Smith. “I look forward to engaging with the Company’s stakeholders as well as leveraging my experience to contribute to U.S. Silica’s success.”
About U.S. Silica
U.S. Silica Holdings, Inc. is a global 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 123-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 has 27 operating mines and processing facilities and two additional exploration stage properties across the United States and is headquartered in Katy, Texas.
Investor Contact
Patricia Gil
Vice President, Investor Relations & Sustainability
(281) 505-6011
gil@ussilica.com
# # #