8-K

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): June 8, 2021

SMART SAND, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37936	45-2809926
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1725 Hughes Landing Blvd, Suite 800

The Woodlands, Texas 77380

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 231-2660

Not Applicable

(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:

 

☐ 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))

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.

On June 8, 2021, Smart Sand, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, 43,335,372 shares of common stock were outstanding, each entitled to one vote per share. At the Annual Meeting, the Company’s stockholders were requested to: (i) elect two Class II members of the Company’s board of directors to serve until the Company’s 2024 annual meeting of stockholders; (ii) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2020. Each of the foregoing proposals is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 23, 2021.

1.    The stockholders elected Andrew Speaker and Frank Porcelli to serve as Class II members of the Company’s board of directors for a three-year term. The results of the voting are as follows:

Name	For	Withheld	Broker Non-Votes
Andrew Speaker	15,868,814	1,139,034	17,353,702
Frank Porcelli	16,733,450	274,398	17,353,702

2.     The stockholders also approved the proposal to ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The voting results for this proposal were 34,067,225 shares for, 188,274 shares against, and 106,051 shares abstained.

3.     The stockholders also approved, on a non-binding and advisory basis, the compensation paid to the Company’s named executive officers during the year ended December 31, 2020. The voting results for this proposal were 16,038,831 shares for, 581,201 shares against, 387,816 shares abstained, and 17,353,702 shares were broker non-votes.

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.

 

		SMART SAND, INC.
Dated:	June 11, 2021	By:	/s/ Lee E. Beckelman
			Lee E. Beckelman
			Chief Financial Officer

XML

Document	Jun. 01, 2021	May 04, 2021
Cover [Abstract]
Document Type		8-K
Document Period End Date	Jun. 08, 2021
Entity Registrant Name		SMART SAND, INC.
Entity Incorporation, State or Country Code		DE
Entity File Number		001-37936
Entity Tax Identification Number		45-2809926
Entity Address, Address Line One		1725 Hughes Landing Blvd
Entity Address, Address Line Two		Suite 800
Entity Address, City or Town		The Woodlands
Entity Address, State or Province		TX
Entity Address, Postal Zip Code		77380
City Area Code		281
Local Phone Number		231-2660
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Entity Emerging Growth Company		true
Entity Ex Transition Period		true
Amendment Flag		false
Entity Central Index Key		0001529628