8-K/A

Fairmount Santrol Holdings Inc.

(Registrant)

Date August 22, 2017

/s/ Michael F. Biehl

Michael F. Biehl

Executive Vice President and Chief Financial Officer

0001193125-17-264582.txt : 20170822 0001193125-17-264582.hdr.sgml : 20170822 20170822162503 ACCESSION NUMBER: 0001193125-17-264582 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170822 DATE AS OF CHANGE: 20170822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRMOUNT SANTROL HOLDINGS INC. CENTRAL INDEX KEY: 0001010858 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36670 FILM NUMBER: 171045395 BUSINESS ADDRESS: STREET 1: 8834 MAYFIELD ROAD CITY: CHESTERLAND STATE: OH ZIP: 44026 BUSINESS PHONE: 800-255-7263 MAIL ADDRESS: STREET 1: 8834 MAYFIELD ROAD CITY: CHESTERLAND STATE: OH ZIP: 44026 FORMER COMPANY: FORMER CONFORMED NAME: FMSA HOLDINGS INC DATE OF NAME CHANGE: 20140818 FORMER COMPANY: FORMER CONFORMED NAME: FML HOLDINGS INC DATE OF NAME CHANGE: 19960318 8-K/A 1 d419612d8ka.htm 8-K/A 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 to

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 11, 2017

FAIRMOUNT SANTROL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36670

34-1831554

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


8834 Mayfield Road, Chesterland, Ohio		44026
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 255-7263

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	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))

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. ☐

EXPLANATORY NOTE

Pursuant to Item 5.07(d) of Form 8-K, Fairmount Santrol Holdings Inc. (the “Company”) is filing this Amendment (this “Amendment”) to its Current Report on Form 8-K originally filed on May 12, 2017 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future advisory votes on executive compensation.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, a plurality of votes cast at the Company’s Annual Meeting of Stockholders held on May 11, 2017 voted, on an advisory basis, to hold future advisory votes on executive compensation every three years. After considering the voting results and other factors, the Company’s Board of Directors has determined that the Company will hold future advisory votes on executive compensation every three years. The Company will continue to hold advisory votes every three years until such time as the next advisory vote is submitted to stockholders regarding the frequency of advisory votes on executive compensation. The information reported under Item 5.07 of the Original Form 8-K is hereby incorporated by reference.

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.