U.S. Silica Holdings, Inc. (SLCA)

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U.S. Silica - Notice of Annual Meeting of Shareholders

To the Holders of Common Stock of
U.S. Silica Holdings, Inc.:

Our annual meeting of shareholders will be held on Thursday, May 7, 2015 at 9:00 a.m. Eastern Daylight Time, in the Gallatin Conference Room at The Jefferson Hotel, 1200 16th Street, NW, Washington, DC 20036. At the meeting, shareholders will act on the following matters:

1. Election of director nominees named in the attached Proxy Statement

2. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2015

3. Advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement

4. Approval of the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan

5. Approval of an Amendment to the Second Amended and Restated Certificate of Incorporation to remove the requirement of plurality voting for directors

6. Approval of Amendments to the Second Amended and Restated Certificate of Incorporation to remove certain provisions relating to ownership of stock by our former controlling shareholder

7. Transaction of any other business that properly comes before the meeting, or any adjournment thereof.

The Board of Directors (the “Board”) recommends a vote “FOR” each of the director nominees; ratification of the independent registered public accounting firm; approval of the compensation of our named executive officers; approval of the Amended and Restated 2011 Incentive Compensation Plan; approval of the Amendment to the Second Amended and Restated Certificate of Incorporation to remove the plurality voting requirement for directors; and approval of the Amendments to the Second Amended and Restated Certificate of Incorporation to remove provisions relating to ownership of stock by our former controlling shareholder.

We discuss the above business matters in more detail in the attached Proxy Statement.

Only holders of record of our common stock at the close of business on March 9, 2015 will be entitled to vote. If you plan to attend the annual meeting, please note the admission procedures set forth in the attached Proxy Statement.

Christine C. Marshall
General Counsel and Corporate Secretary

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