Business Context and Reporting Period
This Form 8-K Current Report was filed by Solaris Oilfield Infrastructure, Inc. on March 13, 2019, covering events that occurred on March 12, 2019. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the appointment of a director and does not contain financial performance data.
Material Changes
The Board of Directors increased its size from seven to eight members. Cynthia M. Durrett, currently the Company's Chief Administrative Officer, was appointed as a Class II director to fill the newly created vacancy. Her term expires at the 2019 annual meeting of stockholders.
Outlook, Risks, and Commentary
- Independence Status: As an employee of the Company, Ms. Durrett does not meet the independence requirements under New York Stock Exchange rules and the Company's independence standards.
- Committee Service: Due to her lack of independence, Ms. Durrett will not serve on any committees of the Board.
- Related Transactions: The Company is not aware of any transaction involving Ms. Durrett requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between her and other directors or officers.
- Regulation FD: A press release announcing the appointment is attached as Exhibit 99.1 but is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Key Facts for Investor Verification
- Verify the total number of directors on the Board is now eight.
- Confirm Cynthia M. Durrett's dual role as Chief Administrative Officer and Class II director.
- Note that Ms. Durrett is ineligible for Board committee service due to employment status.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.