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.
| Fairmount Santrol Holdings Inc. (Registrant) | ||||||
| Date August 22, 2017 | /s/ Michael F. Biehl | |||||
| Michael F. Biehl | ||||||
| Executive Vice President and Chief Financial Officer | ||||||