Business Context and Reporting Period
This Form 8-K reports on events occurring on June 2, 2026, regarding Smart Sand, Inc. (SND). The filing documents the results of the Company's 2026 Annual Meeting of Stockholders, including the election of directors, ratification of auditors, advisory vote on executive compensation, and the approval of new equity incentive plans.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity plan approvals. It does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes and Corporate Actions
- Equity Incentive Plan Approval: Stockholders approved the Smart Sand, Inc. 2026 Equity Incentive Plan, replacing the 2016 Omnibus Incentive Plan. The plan authorizes the issuance of up to 2,400,000 shares of common stock, plus shares remaining from the 2016 Plan and shares from forfeited/cancelled awards. The plan expires on June 1, 2036.
- Employee Stock Purchase Plan (ESPP) Approval: Stockholders approved the 2026 Employee Stock Purchase Plan, reserving 3,000,000 shares for issuance. The plan allows eligible employees to purchase stock at 85% of the fair market value (enrollment or exercise date, whichever is lower) through payroll deductions.
- Board of Directors Election: Stockholders elected Sharon Spurlin and Timothy J. Pawlenty as Class I directors for a three-year term.
- Auditor Ratification: Stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026.
- Executive Compensation Vote: Stockholders approved, on an advisory basis, the compensation of named executive officers for the year ended December 31, 2025.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of risks and contingencies. The document focuses strictly on the procedural outcomes of the Annual Meeting and the terms of the newly approved equity plans.
Investor Verification Checklist
- Verify the total number of shares authorized under the new 2026 Equity Incentive Plan, including the carryover from the 2016 Plan.
- Review the specific terms of the 2026 ESPP, particularly the purchase price calculation (85% of fair market value) and offering periods.
- Confirm the voting results for the election of Sharon Spurlin and Timothy J. Pawlenty, noting the significant number of broker non-votes (7,477,825 shares).
- Examine the "For" vs. "Against" vote split on the 2026 Equity Incentive Plan (Proposal 4), which received 4,849,543 "Against" votes, indicating notable shareholder dissent compared to other proposals.
- Check the definitive proxy statement filed on April 22, 2026, for detailed descriptions of the equity plans and executive compensation.