Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2020, Smart Sand, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, 42,080,874 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 I members of the Company’s board of directors to serve until the Company’s 2023 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, 2020; (iii) approve the Smart Sand, Inc. Amended and Restated 2016 Omnibus Incentive Plan and (iv) approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2019. 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 10, 2020.
1. The stockholders elected Sharon Spurlin and Timothy J. Pawlenty to serve as Class I members of the Company’s board of directors for a three-year term. The results of the voting are as follows:
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Name
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For
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Withheld
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Broker Non-Votes
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Sharon Spurlin
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28,826,956
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1,357,753
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6,208,754
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Timothy J. Pawlenty
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28,728,680
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1,456,029
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6,208,754
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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, 2020. The voting results for this proposal were 35,979,965 shares for, 289,398 shares against, and 124,100 shares abstained.
3. The stockholders also approved the proposal to approve the Smart Sand, Inc. Amended and Restated 2016 Omnibus Incentive Plan. The voting results for this proposal were 28,030,133 shares for, 2,040,664 shares against, 113,912 shares abstained, and 6,208,754 shares were broker non-votes.
4. 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, 2019. The voting results for this proposal were 29,261,279 shares for, 792,024 shares against, 131,406 shares abstained, and 6,208,754 shares were broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
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Exhibit Number
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Description
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10.1
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104
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Cover Page Interactive Data File
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