Current Report Filing (8-k)
August 18 2017 - 4:16PM
Edgar (US Regulatory)
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): August 15, 2017
U.S. Silica Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35416
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26-3718801
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8490 Progress Drive, Suite 300, Frederick, MD
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21701
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (800)
345-6170
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective August 15, 2017, Diane Duren was appointed to serve as an independent director of the Board of Directors of U.S. Silica
Holdings, Inc. (U.S. Silica) and as an independent member of the Boards Audit Committee and Compensation Committee.
Ms. Duren will be entitled to certain cash and equity compensation arrangements described in that certain Letter
Agreement, effective August 15, 2017, by and between Ms. Duren and U.S. Silica, which is attached as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Ms. Duren will also be entitled to enter into U.S. Silicas standard indemnification agreement for directors.
There are no
arrangements or understandings between Ms. Duren and any other persons pursuant to which Ms. Duren was selected as a director. There are no relationships between Ms. Duren 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. Silicas press release
announcing the appointment of Ms. Duren is attached as Exhibit 99.1 to this Current Report
on Form 8-K
and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter Agreement, effective August 15, 2017, by and between Diane Duren and U.S. Silica.
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10.2
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Form of Indemnification Agreement (incorporated by reference from Exhibit 10.20 to Amendment No. 5 to U.S. Silicas Registration Statement on Form
S-1,
filed with the Securities and
Exchange Commission on December 29, 2011 (File
No. 333-175636)).
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99.1
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Press Release issued August 17, 2017.
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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: August 18, 2017
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U.S. SILICA HOLDINGS, INC.
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/s/ Christine C. Marshall
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Christine C. Marshall
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Senior Vice President, Chief Legal Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Letter Agreement, effective August 15, 2017, by and between Diane Duren and U.S. Silica.
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10.2
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Form of Indemnification Agreement (incorporated by reference from Exhibit 10.20 to Amendment No. 5 to U.S. Silicas Registration Statement on Form
S-1,
filed with the Securities and
Exchange Commission on December 29, 2011 (File
No. 333-175636)).
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99.1
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Press Release issued August 17, 2017.
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