SOI Solaris Oilfield Infrastructure Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2023

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:

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. ☐

​

The Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”), previously approved, subject to stockholder approval, the First Amendment (the “LTIP Amendment”) to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the “Plan”). As further described below under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the LTIP Amendment at the Company’s 2023 Annual Meeting of Stockholders that was held on May 16, 2023 (the “Annual Meeting”). Pursuant to the LTIP Amendment, the Plan has been amended to increase the number of shares available for issuance thereunder by 4,700,000 shares of the Company’s Class A common stock and extend the expiration date of the Plan by ten years such that it will now expire on March 17, 2033. The LTIP Amendment became effective as of May 17, 2023. The additional shares of the Company’s Class A common stock authorized to be issued under the Plan pursuant to the LTIP Amendment will be registered pursuant to a registration statement on Form S-8.

The LTIP Amendment is described in more detail in the section titled “Approval of an Amendment to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (Proposal No. 4)” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 3, 2023 (the “Proxy Statement”), and such description is incorporated herein by reference.

The foregoing description of the LTIP Amendment does not purport to be complete and is qualified in its entirety by the full text of the LTIP Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Proposal 2:Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.

Voting results with respect to the ratification by the Company’s stockholders of BDO USA, LLP as the Company’s independent registered public accounting firm for 2023 were as follows:

​

​

Proposal 3:Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation.

Voting results with respect to the approval by the Company’s stockholders of the Certificate of Incorporation Amendment to reflect new Delaware law provisions regarding officer exculpation were as follows:

​

​

Proposal 4:Approval of an amendment to the Company’s Long Term Incentive Plan.

Voting results with respect to the approval by the Company’s stockholders of the LTIP Amendment were as follows:

​

​

Proposal 5:Advisory vote to approve the compensation of the Company’s Named Executive Officers.

Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, of the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, were as follows:

​

​

Proposal 6:Advisory vote on the frequency of future advisory votes to approve executive compensation.

Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, on the frequency of future advisory votes to approve executive compensation were as follows:

​

​

Based on the results of the vote for Proposal 6, and consistent with the recommendation of the Company’s Board, the Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on this matter.