US Lime & Minerals Files 8-K with Corporate Updates

TL;DR

USLM filed an 8-K detailing changes in leadership, bylaws, and shareholder votes. Big day for corporate housekeeping.

AI Summary

United States Lime & Minerals Inc. filed an 8-K on May 6, 2024, reporting several key events. These include material modifications to security holder rights, changes in directors and officers, amendments to governing documents, and the submission of matters to a vote. The company also disclosed other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate governance and operational updates for United States Lime & Minerals Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting corporate events and does not indicate any immediate financial distress or significant negative developments.

Key Players & Entities

• UNITED STATES LIME & MINERALS INC (company) — Filer
• 0001558370-24-006804 (document_id) — Accession Number
• 20240506 (date) — Filing Date
• 20240502 (date) — Period of Report
• SCOTTISH HERITABLE INC (company) — Former Company Name
• 19920703 (date) — Date of Name Change
• RANGAIRE CORP (company) — Former Company Name
• 19900405 (date) — Date of Name Change
• ROBERTS MANUFACTURING CO INC (company) — Former Company Name
• 19690311 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.10 — ange on which registered Common stock, $0.10 par value USLM The NASDAQ Stock Mar
• $5.00 — f authorized preferred stock, par value $5.00 per share, remaining the same (the "Cha

Filing Documents

• uslm-20240502x8k.htm (8-K) — 98KB
• uslm-20240502xex3d1.htm (EX-3.1) — 12KB
• uslm-20240502xex4d1.htm (EX-4.1) — 19KB
• uslm-20240502xex10d1.htm (EX-10.1) — 76KB
• uslm-20240502xex99d1.htm (EX-99.1) — 11KB
• uslm-20240502xex99d1001.jpg (GRAPHIC) — 9KB
• 0001558370-24-006804.txt ( ) — 381KB
• uslm-20240502.xsd (EX-101.SCH) — 3KB
• uslm-20240502_lab.xml (EX-101.LAB) — 16KB
• uslm-20240502_pre.xml (EX-101.PRE) — 10KB
• uslm-20240502x8k_htm.xml (XML) — 5KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item. ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On May 2, 2024, United States Lime & Minerals, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") in Dallas, Texas. At the Annual Meeting, the Company's shareholders approved the amendment and restatement of the United States Lime & Minerals, Inc. Amended and Restated 2001 Long-Term Incentive Plan (as amended and restated, the "Plan"). The description of the Plan contained in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 28, 2024 (the "2024 Annual Meeting Proxy Statement"), is incorporated by reference herein in response to this Item. The Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein in response to this Item.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's shareholders approved an amendment to Article SIXTH of the Restated Articles of Incorporation, as amended (the "Restated Articles"), to increase the Company's number of shares of authorized common stock, par value $0.10 per share (the "Common Stock"), from 30,000,000 shares to 45,000,000 shares of Common Stock, with the 500,000 shares of authorized preferred stock, par value $5.00 per share, remaining the same (the "Charter Amendment"). The Charter Amendment and the reasons therefore are described in the 2024 Annual Meeting Proxy Statement and that description is incorporated by reference herein in response to this Item. On May 2, 2024, the Company filed the Articles of Amendment to the Restated Articles (the "Articles of Amendment") with the Texas Secretary of State implementing the Charter Amendment. The Articles of Amendment were effective upon filing. The Articles of Amendment are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein in response to this Item. This Current Report on Form 8-K also includes as Exhibit 4.1 an updated Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended. This description has been updated to reflect the Charter Amendment.

07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the Annual Meeting, the Company's shareholders voted on four proposals as described in the 2024 Annual Meeting Proxy Statement. The voting results for these proposals were as follows: Proposal 1 The following five directors were elected to serve until the 2025 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified as set forth below: Directors FOR WITHHELD BROKER NON- VOTES Timothy W. Byrne 5,211,962 9,064 488,200 Richard W. Cardin 4,781,030 439,996 488,200 Antoine M. Doumet 4,134,200 1,086,826 488,200 Sandra C. Duh 4,980,372 240,654 488,200 Tom S. Hawkins, Jr. 4,845,772 375,254 488,200 2 Proposal 2 Shareholders approved, on a non-binding advisory basis, the Company's executive compensation as set forth below: BROKER NON- FOR AGAINST ABSTAIN VOTES 4,699,643 518,424 2,959 488,200 2 Proposal 3 Shareholders approved the amendment and restatement of the United States Lime & Minerals, Inc. Amended and Restated 2001 Long-Term Incentive Plan as set forth below: BROKER NON- FOR AGAINST ABSTAIN VOTES 5,198,971 19,671 2,384 488,200 2 Proposal 4 Shareholders approved the Charter Amendment to increase the number of shares of authorized Common Stock from 30,000,000 shares to 45,000,000 shares as set forth below: 22 BROKER NON- FOR AGAINST ABSTAIN VOTES 5,274,926 71,285 2,500 360,515

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS On May 6, 2024, the Company issued a News Release announcing that it will conduct a split of its outstanding shares of common stock at a ratio of 5:1 effected in the form of a stock dividend of four additional shares of common stock for each share outstanding. The dividend of shares to be issued in the stock split will be payable after the market close on July 12, 2024 to shareholders of record at the close of business on June 21, 2024. A copy of the News Release is attached hereto as Exhibit 99.1 and incorporated by reference herein in response to this Item.

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits The Exhibit Index set forth below is incorporated by reference herein in response to this Item: EXHIBIT INDEX Exhibit Number Exhibit 3.1 Articles of Amendment to Restated Articles of Incorporation, as amended. 4.1

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended. 10.1 United States Lime & Minerals, Inc. Amended and Restated 2001 Long-Term Incentive Plan 99.1 News Release of United States Lime & Minerals, Inc. dated May 6, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 6, 2024 UNITED STATES LIME & MINERALS, INC. By: /s/ Michael L. Wiedemer Michael L. Wiedemer, Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR