Solaris Oilfield Infrastructure, Inc. Announces 2024 Annual Meeting of Stockholders
Ticker: SEI · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1697500
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Executive Compensation
TL;DR
<b>Solaris Oilfield Infrastructure, Inc. will hold its 2024 Annual Meeting on May 14, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>
AI Summary
Solaris Oilfield Infrastructure, Inc. (SEI) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The 2024 Annual Meeting of Stockholders for Solaris Oilfield Infrastructure, Inc. will be held on May 14, 2024. Key agenda items include the election of three Class I Directors, ratification of BDO USA, P.C. as independent auditors, and a non-binding vote on executive compensation. Stockholders of record as of March 19, 2024, are eligible to vote. The meeting will take place at the company's Houston, Texas office. A list of stockholders will be available for inspection prior to the meeting.
Why It Matters
For investors and stakeholders tracking Solaris Oilfield Infrastructure, Inc., this filing contains several important signals. This filing is a proxy statement, indicating the company is seeking shareholder votes on critical governance matters. The election of directors and ratification of auditors are standard but essential components of corporate governance, impacting the company's leadership and financial oversight.
Risk Assessment
Risk Level: low — Solaris Oilfield Infrastructure, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational changes indicated.
Analyst Insight
Shareholders should review the proxy materials to make informed voting decisions on director elections, auditor ratification, and executive compensation.
Key Numbers
- 3 — Class I Directors (To be elected at the Annual Meeting to serve until the 2027 Annual Meeting)
- 2024 — Fiscal Year End (For which BDO USA, P.C. is proposed as auditor)
- 2023 — Fiscal Year End (For which executive compensation will be subject to advisory vote)
Key Players & Entities
- Solaris Oilfield Infrastructure, Inc. (company) — Registrant and filer of the proxy statement
- BDO USA, P.C. (company) — Proposed independent registered public accounting firm
- May 14, 2024 (date) — Date of the Annual Meeting of Stockholders
- March 19, 2024 (date) — Record date for determining stockholders entitled to vote
- Houston, Texas (location) — Location of the company's principal executive offices and the meeting
FAQ
When did Solaris Oilfield Infrastructure, Inc. file this DEF 14A?
Solaris Oilfield Infrastructure, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Solaris Oilfield Infrastructure, Inc. (SEI).
Where can I read the original DEF 14A filing from Solaris Oilfield Infrastructure, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Solaris Oilfield Infrastructure, Inc..
What are the key takeaways from Solaris Oilfield Infrastructure, Inc.'s DEF 14A?
Solaris Oilfield Infrastructure, Inc. filed this DEF 14A on April 4, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Solaris Oilfield Infrastructure, Inc. will be held on May 14, 2024.. Key agenda items include the election of three Class I Directors, ratification of BDO USA, P.C. as independent auditors, and a non-binding vote on executive compensation.. Stockholders of record as of March 19, 2024, are eligible to vote..
Is Solaris Oilfield Infrastructure, Inc. a risky investment based on this filing?
Based on this DEF 14A, Solaris Oilfield Infrastructure, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational changes indicated.
What should investors do after reading Solaris Oilfield Infrastructure, Inc.'s DEF 14A?
Shareholders should review the proxy materials to make informed voting decisions on director elections, auditor ratification, and executive compensation. The overall sentiment from this filing is neutral.
How does Solaris Oilfield Infrastructure, Inc. compare to its industry peers?
Solaris Oilfield Infrastructure, Inc. operates in the oil and gas equipment sector, providing services and products to oilfield operators.
Are there regulatory concerns for Solaris Oilfield Infrastructure, Inc.?
The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.
Risk Factors
- Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
- Conduct of the Annual Meeting [low — operational]: Ensuring the smooth and orderly conduct of the Annual Meeting of Stockholders.
Industry Context
Solaris Oilfield Infrastructure, Inc. operates in the oil and gas equipment sector, providing services and products to oilfield operators.
Regulatory Implications
The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.
What Investors Should Do
- Review the proxy statement for details on director nominees and their qualifications.
- Evaluate the proposal to ratify BDO USA, P.C. as the independent auditor.
- Consider the advisory vote on the compensation of Named Executive Officers for fiscal year 2023.
Key Dates
- 2024-05-14: 2024 Annual Meeting of Stockholders — Shareholders will vote on directors, auditors, and executive compensation.
- 2024-03-19: Record Date — Determines which stockholders are entitled to notice of and to vote at the Annual Meeting.
Year-Over-Year Comparison
This is a DEF 14A filing, which is a definitive proxy statement for an upcoming annual meeting, indicating a routine corporate governance event.
Filing Stats: 4,446 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-04-04 16:29:34
Key Financial Figures
- $10,000 — ;s services are estimated not to exceed $10,000. In addition to the solicitation of pro
- $0.01 — ;s Class A common stock, par value $0.01 per share (the “Class A Com
Filing Documents
- ny20022708x1_def14a.htm (DEF 14A) — 818KB
- ny20022708x1_piechart01x1.jpg (GRAPHIC) — 94KB
- ny20022708x1_pc01.jpg (GRAPHIC) — 607KB
- ny20022708x1_pc02.jpg (GRAPHIC) — 545KB
- 0001140361-24-017963.txt ( ) — 2534KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ​ ​ 4 ELECTION OF DIRECTORS (PROPOSAL NO. 1) ​ ​ 7 BOARD OF DIRECTORS, COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE ​ ​ 14 RELATED PARTY TRANSACTIONS ​ ​ 17 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ​ ​ 17 CODE OF BUSINESS CONDUCT AND ETHICS ​ ​ 18 DIRECTOR COMPENSATION ​ ​ 19 EXECUTIVE OFFICERS ​ ​ 20 COMPENSATION DISCUSSION AND ANALYSIS ​ ​ 22 COMPENSATION COMMITTEE REPORT ​ ​ 30 COMPENSATION OF EXECUTIVE OFFICERS ​ ​ 31 DELINQUENT SECTION 16(a) REPORTS ​ ​ 37 REPORT OF THE AUDIT COMMITTEE ​ ​ 38 RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2) ​ ​ 39 ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (PROPOSAL NO. 3) ​ ​ 40 OTHER MATTERS ​ ​ 41 i TABLE OF CONTENTS SOLARIS OILFIELD INFRASTRUCTURE, INC. 9651 Katy Freeway, Suite 300 Houston, Texas 77024 PROXY STATEMENT   INFORMATION CONCERNING SOLICITATION AND VOTING The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Solaris Oilfield Infrastructure, Inc. (the “Company”) for use at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held May 14, 2024, at 9:00 a.m. local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. We expect that the Annual Meeting will be held at the principal executive offices of Solaris Oilfield Infrastructure, Inc., located at 9651 Katy Freeway, Suite 300, Houston, Texas 77024. The te
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table lists as of March 19, 2024, with respect to each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock or Class B Common Stock of the Company, the name and address of such owner, the number of shares of Common Stock beneficially owned and the percentage such shares comprised of the outstanding shares of Common Stock of the Company. Except as indicated, each holder has sole voting and dispositive power over the listed shares. Percentage of beneficial ownership is based on 30,357,886 shares of our Class A Common Stock and 13,671,971 shares of our Class B Common Stock outstanding on March 19, 2024.   ​ ​ Shares Beneficially Owned by Certain Beneficial Owners   ​ ​ Class A Common Stock ​ ​ Class B Common Stock (1) ​ ​ Combined Voting Power (2) Name and Address of 5% Beneficial Owner ​ ​ Number ​ ​ % of class ​ ​ Number ​ ​ % of class ​ ​ Number ​ ​ % of class Yorktown Energy Partners X, L.P. (3)(4) 410 Park Avenue, 19th Floor New York, New York 10022 ​ ​ — ​ ​ — ​ ​ 8,054,234 ​ ​ 58.9% ​ ​ 8,054,234 ​ ​ 18.3% William A. Zartler (5)(6) 9651 Katy Freeway, Suite 300 Houston, Texas 77024 ​ ​ 864,963 ​ ​ 2.8 % ​ ​ 4,240,315 ​ ​ 31.0% ​ ​ 5,105,278 ​ ​ 11. 6% Solaris Energy Capital, LLC (6)(7) 9651 Katy Freeway, Suite 300 Houston, Texas 77024 ​ ​ — ​ ​ — ​ ​ 3,513,496 ​ ​ 25.7% ​ ​ 3,513,496 ​ ​ 8.0 % THRC Holdings, LP