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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 14, 2024

SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38090

81-5223109

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

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:

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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

SOI

New York Stock Exchange

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.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted upon the following three proposals, each of which are described in more detail in the Company’s Proxy Statement. Voting results for each proposal considered at the Annual Meeting are set forth below:

Proposal 1:Election of three Class I Directors.

The three individuals listed below were elected as directors of the Company by the Company’s stockholders at the Annual Meeting to serve until the Company's 2027 annual meeting of stockholders. Voting results for each director were as follows:

Name

For

Withheld

Broker Non-Votes

Laurie H. Argo

33,928,245

1,703,331

2,910,201

James R. Burke

25,587,197

10,044,379

2,910,201

F. Gardner Parker

33,918,575

1,713,001

2,910,201

Proposal 2:Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

Voting results with respect to the ratification by the Company’s stockholders of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2024 were as follows:

For

Against

Abstentions

38,336,392

135,758

69,627

Proposal 3:Advisory vote to approve the compensation of the Company’s Named Executive Officers.

Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, of the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement, were as follows:

For

Against

Abstentions

Broker Non-Votes

34,373,546

1,196,906

61,124

2,910,201

2

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.

Date: May 20, 2024

SOLARIS OILFIELD INFRASTRUCTURE, INC.

By:

/s/ KYLE S. RAMACHANDRAN

Name:

Kyle S. Ramachandran

Title:

President and Chief Financial Officer

3

v3.24.1.1.u2
Document and Entity Information
May 14, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 14, 2024
Entity File Number 001-38090
Entity Registrant Name SOLARIS OILFIELD INFRASTRUCTURE, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-5223109
Entity Address, Address Line One 9651 Katy Freeway, Suite 300
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77024
City Area Code 281
Local Phone Number 501-3070
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.01 par value
Trading Symbol SOI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001697500
Amendment Flag false

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