0001558370-19-004073.txt : 20190506 0001558370-19-004073.hdr.sgml : 20190506 20190506160244 ACCESSION NUMBER: 0001558370-19-004073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190503 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES LIME & MINERALS INC CENTRAL INDEX KEY: 0000082020 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 750789226 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04197 FILM NUMBER: 19799268 BUSINESS ADDRESS: STREET 1: 5429 LBJ FREEWAY STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-991-8400 MAIL ADDRESS: STREET 1: 5429 LBJ FREEWAY STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH HERITABLE INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RANGAIRE CORP DATE OF NAME CHANGE: 19900405 FORMER COMPANY: FORMER CONFORMED NAME: ROBERTS MANUFACTURING CO INC DATE OF NAME CHANGE: 19690311 8-K 1 f8-k.htm 8-K uslm_Current_Folio_8K_Annual_Meeting

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

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 3, 2019

 

UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

TEXAS

 

0-4197

 

75-0789226

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

 

 

 

 

5429 LBJ FREEWAY, SUITE 230, DALLAS, TEXAS

 

75240

(Address of principal executive offices)

 

(Zip Code)

 

(972) 991-8400

(Registrant’s telephone number, including area code)

 

(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.   ☐

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.10 par value

USLM

The NASDAQ Stock Market LLC

 

 

 

 

 

IteM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

At the Company’s 2019 Annual Meeting of Shareholders held on May 3, 2019, the amendment and restatement of the United States Lime & Minerals, Inc. Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”) was approved by the shareholders.  The description of the Plan contained in the Company’s Definitive Proxy Statement filed with the Commission on March 29, 2019 is hereby incorporated by reference to this Item.

 

Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

The Company’s 2019 Annual Meeting of Shareholders was held on May 3, 2019 in Dallas, Texas.  The shareholders voted on three proposals as described in the Company’s Definitive Proxy Statement filed with the Commission on March 29, 2019.  The voting results for these proposals were as follows: 

 

Proposal 1

 

The following six directors were elected to serve until the 2019 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

 

5,139,009 

 
11,975

 
458,997

 

Richard W. Cardin

 

4,914,723 

 
236,261

 
458,997

 

Antoine M. Doumet

 

4,247,168 

 
903,816

 
458,997

 

Ray M. Harlin

 

5,108,842  

 
42,142

 
458,997

 

Billy R. Hughes

 

5,113,396 

 
37,588

 
458,997

 

Edward A. Odishaw

 

4,802,312 

 
348,672

 
458,997

 

 

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

 
4,811,820

 
337,917

 
1,247

 
458,997

 

 

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

 
5,092,672

 
56,895

 
1,417

 
458,997

 

 

2

 

 

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, 2019

UNITED STATES LIME & MINERALS, INC.

 

 

 

 

By:

/s/ Michael L. Wiedemer

 

 

Michael L. Wiedemer, Vice President and

 

 

Chief Financial Officer