Smart Sand, Inc. 8-K

What Happened

• Smart Sand, Inc. (SND) filed an 8-K reporting that at its June 2, 2026 Annual Meeting stockholders approved a new Smart Sand, Inc. 2026 Equity Incentive Plan (the "2026 Plan") and a Smart Sand, Inc. 2026 Employee Stock Purchase Plan ("ESPP"). Both plans became effective immediately and will expire June 1, 2036 unless earlier terminated. The Board had previously approved both plans on April 17, 2026, subject to stockholder approval. The Company also elected two Class I directors (Sharon Spurlin and Timothy J. Pawlenty) to three-year terms and ratified Grant Thornton LLP as its independent auditor.

Key Details

• Record date/outstanding shares: 42,985,681 shares entitled to vote.
• 2026 Equity Incentive Plan:
  • Effective June 2, 2026; expires June 1, 2036.
  • Base share pool: 2,400,000 shares plus certain carryover and replenishment mechanics from the prior 2016 Plan (see plan text).
  • Plan permits options, SARs, restricted stock, RSUs, performance awards and other stock-based awards to employees, non-employee directors and consultants.
• ESPP:
  • Effective June 2, 2026; expires June 1, 2036.
  • Total reserved shares: 3,000,000 (subject to adjustment).
  • Employee payroll deductions from 1%–20% of pay; six-month offering periods (Jan 1–Jun 30 and Jul 1–Dec 31).
  • Purchase price: 85% of the lower of fair market value on enrollment date or exercise date (not less than par value).
• Annual Meeting votes (selected results):
  • Directors elected: Sharon Spurlin — 24,307,260 for; Timothy J. Pawlenty — 19,850,422 for.
  • 2026 Plan approved: 20,547,767 for / 4,849,543 against (7,477,825 broker non-votes).
  • ESPP approved: 25,324,782 for / 86,202 against (7,477,825 broker non-votes).
  • Auditor ratified: 32,849,141 for.
• The company filed the full plan documents and award agreement forms as exhibits to the 8-K.

Why It Matters

• These approvals authorize new share-based compensation programs that can affect dilution and future share count. The 2026 Plan and 3,000,000-share ESPP establish the framework for equity awards and employee stock purchases (including an 85% purchase-price discount on the ESPP), which can increase shares outstanding when awards are exercised or shares are issued.
• For investors, key items to watch in coming reports are: (1) how many awards are granted and exercised, (2) the resulting dilution and potential impact on earnings per share, and (3) any related compensation expense recognized in financial statements. The director elections and auditor ratification are governance items that were also approved at the meeting.