Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Director
On March 16, 2022, the Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”), increased the size of the Board from eight (8) directors to nine (9) directors and, in connection therewith, appointed Laurie H. Argo as a Class I director, with a term expiring at the 2024 annual meeting of stockholders, and until she is either reelected or her successor is elected and qualified, or until her earlier death, resignation or removal, to fill the newly created vacancy. Ms. Argo meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards and will serve on the Audit Committee of the Board. There are no family relationships between Ms. Argo and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Ms. Argo and any other person pursuant to which Ms. Argo was elected as a director. The Company is not aware of any transaction involving Ms. Argo that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Argo’s appointment to the Board, the Company entered into an Indemnification Agreement (“Indemnification Agreement”) with Ms. Argo. The Indemnification Agreement requires the Company to indemnify Ms. Argo to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified.
The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.
Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release announcing the appointment of Ms. Argo to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
