0001043186 FALSE 0001043186 2023-08-16 2023-08-16
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): August 16, 2023
Stabilis Solutions, Inc.
(Exact name of registrant as specified in its charter)

Florida |  | 001-40364 |  | 59-3410234
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

11750 Katy Freeway Suite 900 Houston, Texas |  | 77079
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: 832-456-6500
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 |  | Name of each exchange on which registered
Common Stock, $.001 par value |  | SLNG |  | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Stabilis Solutions, Inc. (the “Company”) approved the Amended and Restated 2019 Long Term Incentive Plan (the “Amended and Restated Plan”), subject to approval of the Amended and Restated Plan by our stockholders at the August 16, 2023 Annual Meeting. As set forth in Item 5.07 of this Current Report on Form 8-K, the stockholders duly approved the Amended and Restated Plan at the 2023 Annual Meeting.
Awards under the Amended and Restated Plan may be granted to employees, officers and directors of the Company and affiliates, and any other person who provides services to the Company and its affiliates (including independent contractors and consultants of the Company and its subsidiaries). Awards may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, substitute awards, other stock-based awards, cash awards and/or any combination of the foregoing. No participant may receive a grant covering more than 2,000,000 shares of our common stock in any year and a non-employee member of the Board may not be granted more than 100,000 shares in any year.
The maximum number of shares of common stock available for issuance under the Amended and Restated Plan is 5,500,000 shares.
The Amended and Restated Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the Amended and Restated Plan filed with this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The voting results on the matters considered by the stockholders of the Company at the Annual Meeting held on August 16, 2023 were as follows:
1.The following nominees were elected as the Company's Directors.

Director Nominee |  | Votes For |  | Votes Withheld |  | Broker Non-Votes
J. Casey Crenshaw |  | 13,671,430 |  | 552,032 |  | 1,435,948
Westervelt T. Ballard, Jr. |  | 13,870,119 |  | 353,343 |  | 1,435,948
Ben J. Broussard |  | 13,761,476 |  | 461,986 |  | 1,435,948
Stacey B. Crenshaw |  | 13,555,293 |  | 668,169 |  | 1,435,948
Edward L. Kuntz |  | 13,954,998 |  | 268,464 |  | 1,435,948
Peter C. Mitchell |  | 13,948,884 |  | 274,578 |  | 1,435,948
Matthew W. Morris |  | 13,960,523 |  | 262,939 |  | 1,435,948

2. To ratify the selection of the independent registered public accounting firm for 2023. There were no Broker Non-Votes.

| Votes For |  | Votes Against |  | Votes Withheld
| 15,467,930 |  | 179,143 |  | 12,337

3. To approve an amendment of the Amended and Restated 2019 Long Term Incentive Plan.

| Votes For |  | Votes Against |  | Votes Withheld |  | Broker Non-Votes
| 13,722,068 |  | 446,439 |  | 54,955 |  | 1,435,948

Item 9.01 Financial Statements and Exhibits.
Exhibits:

Exhibit No. |  |  | Description
10.1 | * | † | Amended and Restated Stabilis Solutions Inc. 2019 Long Term Incentive Plan

* Filed herewith
† Indicates management contract or compensatory plan, contract or arrangement
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.

| STABILIS SOLUTIONS, INC.
| By: /s/Andrew L. Puhala
| Andrew L. Puhala
| Chief Financial Officer
Date: August 18, 2023 |  |