Business Context and Reporting Period
This Form 8-K filing by Smart Sand, Inc. (SND) reports on the results of the Annual Meeting of Stockholders held on June 6, 2023. The report details the voting outcomes for director elections, auditor ratification, and executive compensation.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report regarding shareholder voting results.
Material Changes and Voting Results
As of the record date, 41,365,070 shares of common stock were outstanding. The following proposals were approved by stockholders:
- Director Elections: Sharon Spurlin and Timothy J. Pawlenty were elected as Class I directors for a three-year term.
- Sharon Spurlin: 19,563,474 votes For; 1,921,552 votes Withheld; 9,138,583 Broker Non-Votes.
- Timothy J. Pawlenty: 19,571,831 votes For; 1,913,195 votes Withheld; 9,138,583 Broker Non-Votes.
- Auditor Ratification: Grant Thornton LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2023.
- 30,010,303 votes For; 464,668 votes Against; 148,638 votes Abstained.
- Executive Compensation: The advisory proposal to approve named executive officer compensation for the year ended December 31, 2022, was approved.
- 19,748,622 votes For; 1,403,377 votes Against; 333,027 votes Abstained; 9,138,583 Broker Non-Votes.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. It references a definitive proxy statement filed on April 26, 2023, for further details on the proposals.
Key Facts for Investor Verification
- Verify the full text of the definitive proxy statement filed on April 26, 2023, for detailed biographies of the newly elected directors and the specific compensation metrics approved.
- Note the significant number of broker non-votes (9,138,583) on the director elections and executive compensation proposal, indicating shares held by brokers that were not voted on these specific matters.
- Confirm the tenure of the newly elected directors, who will serve until the 2026 annual meeting.