UNITED STATES LIME & MINERALS INC

The compensation committee of our board of directors has recommended, and the board on March 1, 2024, approved, the amendment and restatement of the 2001 plan, subject to shareholder approval at the 2024 annual meeting. The committee and our board unanimously recommend that our shareholders approve the amended and restated plan.

Shareholder approval of the amended and restated plan will enable us to continue to use stock options, restricted stock and dollar-denominated cash awards. We will continue to use awards granted under the amended and restated plan as a means to attract, retain, and motivate the company’s directors, officers, employees and consultants. In addition to stock options, restricted stock and dollar-denominated cash awards, the amended and restated plan also continues to provide for the grant to directors, officers, employees and consultants of stock appreciation rights (“SARs”), deferred stock, bonus stock, dividend equivalents and other stock-based awards.

As of March 14, 2024, stock-based awards for a total of 843,444 shares of our common stock have been granted pursuant to the 2001 plan since its inception in 2001, including awards for 44,100 shares of stock that were still subject to options and 18,446 shares of restricted stock still outstanding under the 2001 plan. As of March 14, 2024, only 31,145 shares remained for the grant of new awards under the 2001 plan. As described below, in the absence of significant forfeitures of outstanding options, the number of shares remaining for new grants under the 2001 plan is not sufficient to provide appropriate future awards to plan participants over the next five years.

We estimate that approximately 80 persons will be eligible to participate in the amended and restated plan. On March 14, 2024, the closing price of our stock on the Nasdaq Global Market was $293.99.

The affirmative vote of a majority of the shares of our common stock entitled to vote and present either in person or represented by proxy is required to approve the amended and restated plan. Abstentions have the same effect as a vote against the plan, but broker non-votes are not counted.

Our board of directors and compensation committee unanimously recommend that all shareholders vote FOR approval of our amended and restated plan. All duly submitted and unrevoked proxies will be voted FOR the plan, except where there is a vote against or an abstention from the vote.