US Lime & Minerals (USLM) holders reelect board, approve executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

United States Lime & Minerals, Inc. reported the results of its 2026 Annual Meeting, where shareholders elected seven directors to serve until the 2027 Annual Meeting. Each nominee, including Timothy W. Byrne and Jon A. Wolkenstein, received a strong majority of votes cast.

Shareholders also approved, on a non-binding advisory basis, the company’s executive compensation, with 23,189,104 votes in favor, 3,189,487 against, 14,662 abstentions, and 2,276,803 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Executive compensation support: 23,189,104 votes for Executive compensation opposition: 3,189,487 votes against Broker non-votes on pay: 2,276,803 broker non-votes +2 more

5 metrics

Executive compensation support 23,189,104 votes for Say-on-pay advisory vote at 2026 Annual Meeting

Executive compensation opposition 3,189,487 votes against Say-on-pay advisory vote at 2026 Annual Meeting

Broker non-votes on pay 2,276,803 broker non-votes Executive compensation advisory vote

Votes for Timothy W. Byrne 26,344,723 votes for Director election at 2026 Annual Meeting

Votes for Jon A. Wolkenstein 25,550,037 votes for Director election at 2026 Annual Meeting

Key Terms

broker non-votes, non-binding advisory basis, Annual Meeting of Shareholders, executive compensation

4 terms

broker non-votes financial

"BROKER NON- VOTES | 2,276,803"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Annual Meeting of Shareholders financial

"elected to serve until the 2027 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

executive compensation financial

"Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

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Understanding 8-K Material Events →

05/04/2026 - 04:15 PM

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 1, 2026

UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)


TEXAS	0-4197	75-0789226
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

5429 LBJ FREEWAY, SUITE 230, DALLAS, TEXAS		75240
(Address of principal executive offices)		(Zip Code)

(972) 991-8400

(Registrant’s telephone number, including area code)

(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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	USLM	The NASDAQ Stock Market LLC

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 Annual Meeting, the Company’s shareholders voted on two proposals as described in the 2026 Annual Meeting Proxy Statement. The voting results for these proposals were as follows:

Proposal 1

The following seven directors were elected to serve until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified as set forth below:


Directors	FOR	WITHHELD	BROKER NON- VOTES
Timothy W. Byrne	26,344,723	48,530	2,276,803
Richard W. Cardin	24,017,908	2,375,345	2,276,803
Antoine M. Doumet	23,201,449	3,191,804	2,276,803
Sandra C. Duhé	25,180,084	1,213,169	2,276,803
Tom S. Hawkins, Jr.	23,949,622	2,443,631	2,276,803
Lila R. Weirich	25,239,929	1,153,324	2,276,803
Jon A. Wolkenstein	25,550,037	843,216	2,276,803

Proposal 2

Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation as set forth below:


			BROKER NON-
FOR	AGAINST	ABSTAIN	VOTES
23,189,104	3,189,487	14,662	2,276,803
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 4, 2026	UNITED STATES LIME & MINERALS, INC.

	By:	/s/ Michael L. Wiedemer
		Michael L. Wiedemer, Vice President and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did United States Lime & Minerals (USLM) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing seven directors and approving executive compensation. All seven director nominees were elected to serve until the 2027 Annual Meeting, and the company’s executive compensation received non-binding advisory approval from shareholders.

Were all United States Lime & Minerals (USLM) director nominees elected in 2026?

Yes, all seven director nominees were elected. Each candidate, including Timothy W. Byrne and Jon A. Wolkenstein, received more votes “for” than “withheld,” securing their positions until the 2027 Annual Meeting of Shareholders.

How did United States Lime & Minerals (USLM) shareholders vote on executive compensation?

Shareholders approved executive compensation on a non-binding advisory basis, with 23,189,104 votes in favor, 3,189,487 against, and 14,662 abstentions. There were also 2,276,803 broker non-votes recorded on this proposal.

What were the vote totals for key United States Lime & Minerals (USLM) directors?

Timothy W. Byrne received 26,344,723 votes for and 48,530 withheld, while Jon A. Wolkenstein received 25,550,037 votes for and 843,216 withheld. Both, along with five other nominees, were elected to serve until the 2027 Annual Meeting.

What are broker non-votes in the United States Lime & Minerals (USLM) 2026 voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. In this meeting, 2,276,803 broker non-votes were recorded for the director elections and the non-binding advisory vote on executive compensation.

Filing Exhibits & Attachments

3 documents