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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2023, Simon Bates was appointed to serve, effective July 3, 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 seven. Mr. Bates was also appointed as an independent member of the Board’s Compensation Committee and Nominating & Governance Committee. Mr. Bates 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.
Mr. Bates 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. Mr. Bates 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 Mr. Bates and any other persons pursuant to which Mr. Bates was selected as a director. There are no relationships between Mr. Bates 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 Mr. Bates 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 June 30, 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: June 30, 2023
| U.S. SILICA HOLDINGS, INC. | ||
| /s/ Stacy Russell | ||
| Stacy Russell | ||
| Executive Vice President, General Counsel & Corporate Secretary | ||
