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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 15, 2026

 

 

SOLARIS ENERGY 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   “SEI”   New York Stock Exchange
(indicate by check)
    NYSE Texas, Inc.

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 2026 Annual Meeting of Stockholders of Solaris Energy Infrastructure, Inc. (the “Company”) held on Friday, May 15, 2026 (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 definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 1, 2026 (the “2026 Proxy Statement”). Voting results for each proposal considered at the Annual Meeting are set forth below:

Proposal No. 1: Election of Directors

The three individuals listed below were elected by the Company’s stockholders at the Annual Meeting to serve as Class III directors of the Company’s board of directors until the Company’s 2029 Annual Meeting of Stockholders. Voting results for each director were as follows:

 

Name

   For      Withheld      Broker Non-Votes  

Edgar R. Giesinger

     41,867,644        11,220,112        4,301,700  

A. James Teague

     51,326,586        1,761,170        4,301,700  

William A. Zartler

     51,262,761        1,824,995        4,301,700  

Proposal No. 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

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 the fiscal year ending December 31, 2026 were as follows:

 

    

For

  

Against

  

Abstentions

    
   57,073,660    243,710    72,086

Proposal No. 3: Advisory, Non-Binding 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 2026 Proxy Statement, were as follows:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

45,600,578    7,195,531    291,647    4,301,700

 


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 19, 2026

 

 

  SOLARIS ENERGY INFRASTRUCTURE, INC.
By:  

/s/ STEPHAN E. TOMPSETT

Name:   Stephan E. Tompsett
Title:   Chief Financial Officer