DEF 14A: Solaris Oilfield Infrastructure Sets Date for 2024 Annual Stockholders Meeting

Solaris Oilfield Infrastructure will hold its 2024 Annual Meeting of Stockholders on May 14, 2024, to elect directors, ratify the appointment of its accounting firm, and conduct an advisory vote on executive compensation.

Summary

• Solaris Oilfield Infrastructure, Inc. will hold its 2024 Annual Meeting of Stockholders on May 14, 2024, in Houston, Texas.
• The meeting's purposes include electing three Class I Directors to serve until the 2027 Annual Meeting.
• Stockholders will also vote to ratify the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• An advisory, non-binding vote to approve the compensation of the company's Named Executive Officers for the year ended December 31, 2023, will also take place.
• Stockholders of record as of March 19, 2024, are entitled to notice of and to vote at the Annual Meeting.
• The proxy materials and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.
• The company estimates the cost of Broadridge's services for proxy solicitation will not exceed $10,000.
• Stockholder proposals for the 2025 Annual Meeting must be received no later than December 4, 2024, to be included in the proxy statement.
• Written notice for stockholder proposals or director nominations for the 2025 Annual Meeting must be received between January 14, 2025, and February 13, 2025.
• As of the record date, there were 30,357,886 shares of Class A Common Stock and 13,671,971 shares of Class B Common Stock outstanding.
• A quorum requires the presence of stockholders holding a majority of the shares of Common Stock entitled to vote, which is 22,014,930 shares.
• Each stockholder is entitled to one vote for each share held.
• The affirmative vote of a plurality of shares is required to elect each Director nominee, while a majority is needed to ratify the accounting firm and approve executive compensation.
• The Board recommends voting FOR all Director nominees, FOR the ratification of BDO USA, and FOR the advisory vote on executive compensation.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication, presenting factual information in a neutral tone. The positive score reflects the routine nature of the event and the company's adherence to corporate governance practices.

Positives

• The company is providing stockholders with multiple options for granting proxies, including telephone, internet, and traditional proxy cards.
• The Board is actively seeking stockholder input through proposals and director nominations.
• The company is committed to transparency by making proxy materials and the annual report available online.
• The Audit Committee is recommending the reappointment of BDO USA as the company's independent registered public accounting firm.

Risks

• Failure to achieve a quorum could result in the postponement of the Annual Meeting.
• Stockholder proposals may not be included in the proxy statement if they do not meet the requirements of Rule 14a-8 of the Securities Exchange Act of 1934.
• The advisory vote on executive compensation is non-binding, meaning the Board is not obligated to act on the results of the vote.

Future Outlook

The document outlines the procedures and deadlines for stockholder proposals and director nominations for the 2025 Annual Meeting, indicating a focus on future corporate governance.

Industry Context

This document is a standard proxy statement related to the annual meeting of stockholders, a routine part of corporate governance for publicly traded companies in the oilfield services sector.

Stakeholder Impact

• Shareholders are directly impacted through their voting rights and the decisions made at the Annual Meeting.
• Employees are indirectly impacted through the advisory vote on executive compensation.
• The outcome of the meeting could influence investor confidence and the company's stock price.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will proceed with the Annual Meeting on May 14, 2024.
• The company will prepare for the 2025 Annual Meeting, including receiving and reviewing stockholder proposals and director nominations.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Directors, BDO USA, Executive Compensation, Solaris Oilfield Infrastructure, Voting, Proposals, Record Date