Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2019, Smart Sand, Inc. (the "Company") held its annual meeting of stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, 40,999,743 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 III members of the Company’s board of directors to serve until the Company’s 2022 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, 2019; and (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2018. Each of the foregoing proposals is more fully described in the Company’s definitive proxy statement, which was filed with the SEC on April 26, 2019.
1. The stockholders elected Charles E. Young and José E. Feliciano to serve as Class III 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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Charles E. Young
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26,227,892
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2,358,246
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8,933,604
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José E. Feliciano
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26,205,276
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2,380,862
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8,933,604
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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, 2019. The voting results for this proposal were 36,917,820 shares for, 234,532 shares against, and 367,389 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, 2018. The voting results for this proposal were 27,901,526 shares for, 380,904 shares against, 303,708 shares abstained, and 8,933,604 shares were broker non-votes.
Item 8.01 Other Events.
In June 2019, Lee E. Beckelman, the Company's Chief Financial Officer, adopted a new stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company's Insider Trading Compliance Policy. Rule 10b5-1 provides guidelines for officers, directors and other insiders to prearrange sales of the Company's securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. Mr. Beckelman's plan allows him to sell up to 30,000 shares of his Company stock over time as part of his long-term strategy for individual asset diversification and liquidity, provided that certain stock prices specified in the plan are reached.
Except as may be required by law, the Company does not undertake to report modifications, terminations or other activities under current or future 10b5-1 plans established by its officers and directors or significant stockholders.