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SOI Solaris Oilfield Infrastructure

Filed: 17 May 21, 4:52pm

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 12, 2021

SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38090

81-5223109

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

9811 Katy Freeway, Suite 700

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

“SOI”

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 12, 2021, Solaris Oilfield Infrastructure, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Voting results for each proposal considered at the Annual Meeting are set forth below. The proposals are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 1, 2021.

Proposal 1:Election of two Class I Directors.

The two individuals listed below were elected as directors of the Company at the Annual Meeting. Voting results for each director were as follows:

Name

For

Withheld

Broker Non-Votes

James R. Burke

25,632,319

12,224,975

3,054,200

F. Gardner Parker

32,029,720

5,827,574

3,054,200

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, 2021.

Voting results with respect to the ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for 2021 were as follows:

For

Against

Abstentions

40,856,693

36,783

18,018

2

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: May 17, 2021

SOLARIS OILFIELD INFRASTRUCTURE, INC.

By:

/s/ KYLE S. RAMACHANDRAN

Name:

Kyle S. Ramachandran

Title:

President and Chief Financial Officer

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