Date of Report (date of earliest event reported): October 1, 2021
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U.S. Silica Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
001-35416
26-3718801
(Commission File Number)
(IRS Employer Identification No.)
24275 Katy Freeway, Suite 600
Katy
Texas
77494
(Address of principal executive offices)
(Zip Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Common Stock, $0.01 par value
SLCA
New York Stock Exchange
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.
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
