Item 7.01 Regulation FD Disclosure
Annual Meeting
As previously disclosed in the Original Form 8-K, the board of directors (the "Board") of Hi-Crush Inc. (the "Company") previously determined that it intended to hold the Company’s Annual Meeting of Stockholders (the "2020 Annual Meeting") on Wednesday, May 20, 2020, at a time and location to be specified in the Company’s proxy statement for the 2020 Annual Meeting.
On March 27, 2020, the Company announced that pursuant to Section 2.1 of the Bylaws of the Company (the "Bylaws"), the Board has decided to reschedule the 2020 Annual Meeting to Friday, May 22, 2020 and hold it in a virtual meeting format only, at a time to be specified in the Company’s proxy statement for the 2020 Annual Meeting.
Stockholder Proposals and Director Nominations
As previously disclosed in the Original Form 8-K, pursuant to Rule 14a-8 ("Rule 14a-8") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company may set a deadline for receipt of Rule 14a-8 stockholder proposals that is a reasonable time before the Company plans to make its proxy materials available. The Board previously determined that a reasonable deadline for the submission of stockholder proposals for the inclusion in the Company’s proxy materials for the 2020 Annual Meeting pursuant to Rule 14a-8 was the close of business on December 23, 2019, and the Board has determined not to reset that date for the rescheduled meeting. Therefore, the deadline for stockholders to submit proposal materials to the Company for their inclusion in the Company’s proxy materials for the 2020 Annual Meeting has passed.
In addition, in accordance with the requirements contained in Bylaws, stockholders who wished to nominate a person for election as a director or bring other business that is a proper subject for stockholder action before the 2020 Annual Meeting outside of Rule 14a-8 had to submit such nomination or other proposal to the Company no earlier than the close of business on January 21, 2020 and no later than the close of business on February 20, 2020. Moreover, pursuant to Section 2.10(a)(ii) of the Bylaws, the two-day postponement of the 2020 Annual Meeting does not commence a new period or extend the prior period for stockholders to give the notice described in this paragraph. Therefore, the deadline for stockholders to submit any such nomination or other proposal for the 2020 Annual Meeting has passed.
The full text of the press release is furnished with this Report as Exhibit 99.1 to this Current Report on Form 8-K/A. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall such be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
