--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-010316" form_type: "8-K" ticker: "SEI" cik: "0001697500" company_name: "Solaris Energy Infrastructure, Inc." filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T18:18:40.186726+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Solaris shareholders approve LTIP share increase and officer exculpation charter amendment ## Summary - LTIP amendment adds 4.7M shares (total 9,818,080) and extends plan to March 17, 2033; approved with 22.6M for, 14.6M against. - Certificate of incorporation amended to allow officer exculpation under Delaware law; effective May 22, 2023. - Class III directors Zartler, Giesinger, Teague elected; BDO USA ratified as auditor for 2023. - Advisory say-on-pay approved (35.4M for); company will hold annual advisory votes on executive compensation. ## SEC filing metadata - accession: 0001558370-23-010316 - form_type: 8-K - ticker: SEI - cik: 0001697500 - company_name: Solaris Energy Infrastructure, Inc. - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/soi-20230516x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-010316 - JSON: https://secwatch.observer/filing/0001558370-23-010316.json - Plain text: https://secwatch.observer/filing/0001558370-23-010316.txt ## Key facts - Governance Changes Solaris Energy Infrastructure, Inc.: Amendment to Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law (effective 2023-05-22). - Change: charter amendment - Effective: 2023-05-22 source text: the Certificate of Incorporation Amendment was filed with the office of the Secretary of State of the State of Delaware on May 22, 2023, and became effective upon filing evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation. - Proposal: charter amendment - Outcome: passed source text: Proposal 3: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation. Voting results with respect to the approval by the Company’s stockholders of the Certificate of Incorporation Amendment to reflect new Delaware law provisions regarding officer exculpation were as follows: ​ For Against Abstentions Broker Non-Votes 32,014,988 5,778,635 111,750 5,401,443 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders approved Advisory vote to approve the compensation of the Company’s Named Executive Officers. - Proposal: say on pay - Outcome: passed source text: Proposal 5: 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 35,418,137 2,452,167 35,069 5,401,443 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders voted on Advisory vote on the frequency of future advisory votes to approve executive compensation. - Proposal: say on pay frequency source text: Proposal 6: Advisory vote on the frequency of future advisory votes to approve executive compensation. Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, on the frequency of future advisory votes to approve executive compensation were as follows: ​ ​ For One Year 36,117,451 Two Years 289,531 Three Years 1,468,308 Abstain 30,083 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders approved Election of three Class III Directors. - Proposal: director election - Outcome: passed source text: Proposal 1: Election of three Class III 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 2026 annual meeting of stockholders. Voting results for each director were as follows: Name For Withheld Broker Non-Votes William A. Zartler 36,307,990 1,597,383 5,401,443 Edgar R. Giesinger 24,691,230 13,214,143 5,401,443 A. James Teague 36,253,032 1,652,341 5,401,443 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders approved Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Proposal 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. Voting results with respect to the ratification by the Company’s stockholders of BDO USA, LLP as the Company’s independent registered public accounting firm for 2023 were as follows: ​ For Against Abstentions 42,976,240 61,273 269,303 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm - Shareholder Votes Solaris Energy Infrastructure, Inc. shareholders approved Approval of an amendment to the Company’s Long Term Incentive Plan. - Proposal: equity plan - Outcome: passed source text: Proposal 4: Approval of an amendment to the Company’s Long Term Incentive Plan. Voting results with respect to the approval by the Company’s stockholders of the LTIP Amendment were as follows: ​ For Against Abstentions Broker Non-Votes 22,642,474 14,567,049 695,850 5,401,443 evidence_url: https://www.sec.gov/Archives/edgar/data/1697500/000155837023010316/0001558370-23-010316-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.