UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 7, 2023

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Aris Water Solutions, Inc.

(Exact Name of Registrant as Specified in its Charter)

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9811 Katy Freeway, Suite 700

Houston, Texas 77024

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:

(281) 501-3070

 

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:

 

 

 

 

 

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

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. ☐

 

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The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

 

As described in Item 5.07 below, on June 7, 2023 at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Aris Water Solutions, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide exculpation from liability for certain officers of the Company in accordance with recent amendments to Delaware law (the “Officer Exculpation Amendment”). As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 8, 2023 (“Certificate of Amendment”), which became effective upon filing. Subsequently, the Certificate of Incorporation as amended by the Certificate of Amendment (the “Second Amended and Restated Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on June 8, 2023.

 

The foregoing description of the Officer Exculpation Amendment and the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Amendment and Second Amended and Restated Certificate of Incorporation, respectively, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

The Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2023. At the Annual Meeting, the Company’s stockholders were requested to (i) elect three Class II Directors to serve on the Board of Directors of the Company until the 2026 Annual Meeting of Stockholders, (ii) approve the Officer Exculpation Amendment, and (iii) to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 24, 2023.

 

At the close of business on April 12, 2023, the record date for the Annual Meeting, there were 30,073,594 shares of the Company’s Class A common stock and 27,554,566 shares of the Company’s Class B common stock issued, outstanding and entitled to vote at the Annual Meeting. The results of the matters voted upon at the Annual Meeting are as follows:

 

 

 

 

 

(d)  Exhibits.

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.