SMART SAND, INC. (NASDAQ:SND) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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SMART SAND, INC. (NASDAQ:SND) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

As previously reported in its Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission (the SEC) on
March 13, 2017, Smart Sand, Inc. (the Company) entered into a
multi-year Master Product Purchase Agreement (the PPA) with
Liberty Oilfield Services, LLC (the Buyer) for finer mesh sands
on March 8, 2017. In connection with the PPA, on March 8, 2017,
the Company also entered into a Railcar Usage Agreement with the
Buyer (the RUA) to which the Buyer borrows railcars from the
Company to transport the purchased products.

On June 7, 2017, the Company and Buyer entered into the First
Amendment to the PPA (the PPA Amendment) and the First Amendment
to the RUA (the RUA Amendment).The purpose of the PPA Amendment
is to increase the tonnages and adjust the product mix to be
purchased under the PPA in the event the parties secure a
predetermined amount of railcars for shipment of products or the
Company increases its plant capacity.The RUA Amendment modifies,
among other things, the amounts of borrowed railcars in
connection with the adjusted tonnages under the PPA.

The above summary does not purport to be a complete description
of the PPA Amendment or the RUA Amendment and is qualified in its
entirety by the contents of the PPA Amendment and RUA Amendment,
copies of which will be filed as exhibits to a subsequent filing
with the SEC by the Company.

Item 1.04Mine Safety Reporting of Shutdowns and Patterns of
Violations.

On June 6, 2017, the Company received an imminent danger order
(the Order) at its sand mine in Oakdale, Wisconsin.The Order was
issued by the U.S. Department of Labor, Mine Safety and Health
Administration under Section 107(a) of the Federal Mine Safety
and Health Act of 1977.The Order was issued when four miners were
observed working adjacent to an unprotected ventilation opening
in the floor of the processing plant which was deemed to be a
tripping hazard.A fifth miner was observed standing over the open
ventilation hole.Mine personnel immediately took corrective
action and the Order was terminated a short time after
issuance.No injuries occurred as a result of the conditions cited
in the Order.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2017, the Company held its annual meeting of
stockholders (the Annual Meeting). As of the record date for the
Annual Meeting, 40,861,342 shares of common stock were
outstanding, each entitled to one vote per share. At the Annual
Meeting, the Companys stockholders were requested to: (i) elect
two Class I members of the Companys board of directors to serve
until the Companys 2020 annual meeting of stockholders; (ii)
ratify the appointment of Grant Thornton LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017; (iii) approve, on an advisory basis, the
compensation of the Companys named executive officers for the
year ended December 31, 2016; and (iv) approve, on an advisory
basis, the preferred frequency of advisory votes on executive
compensation. Each of the foregoing proposals is more fully
described in the Companys definitive proxy statement, which was
filed with the SEC on April 24, 2017.

1.

The stockholders elected Sharon Spurlin and Timothy J.
Pawlenty to serve as Class I members of the Companys
board of directors for a three-year term. The results of
the voting are as follows:

Name

For

Withheld

Broker Non-Votes

Sharon Spurlin

27,997,571

4,886,472

3,279,889

Timothy J. Pawlenty

27,776,841

5,107,202

3,279,889

2.

The stockholders also approved the proposal to ratify the
selection of Grant Thornton LLP as the Companys
independent registered public accounting firm for the
year ending December 31, 2017. The voting results for
this proposal were 35,872,347 shares for, 96,315 shares
against, and 195,270 shares abstained.

3.

The stockholders also approved, on a non-binding and
advisory basis, the compensation paid to the Companys
named executive officers during the year ended December
31, 2016. The voting results for this proposal were
32,541,168 shares for, 136,191 shares against, 206,684
shares abstained, and 3,279,889 shares were broker
non-votes.

4.

The stockholders also approved, on a non-binding and
advisory basis, holding the advisory vote on compensation
paid to the Companys named executive officers every year.
The voting results for this proposal were 31,842,762
shares for every year, 4,812 shares for every two years,
834,797 shares for every three years, 201,672 shares
abstained, and 3,279,889 shares were broker non-votes.
The Company has determined that it will hold an advisory
vote on executive compensation every year until the next
stockholder advisory vote on the preferred frequency of
advisory votes on executive compensation.


About SMART SAND, INC. (NASDAQ:SND)

Smart Sand, Inc. is a producer of Northern White raw frac sand. The Company sells its products primarily to oil and natural gas exploration and production companies, and oilfield service companies. The Company owns and operates a raw frac sand mine and related processing facility near Oakdale, Wisconsin, at which it has approximately 244 million tons of proven recoverable sand reserves and approximately 92 million tons of probable recoverable sand reserves as of December 31, 2015, respectively. Its Oakdale facility is situated on approximately 1,196 contiguous acres, with on-site processing and rail loading facilities. Its integrated Oakdale facility, with on-site rail infrastructure and wet and dry sand processing facilities, is served by two Class I rail lines. In addition to the Oakdale facility, it owns a second property in Jackson County, Wisconsin, which it calls the Hixton site. Its Hixton site consists of approximately 959 acres in Jackson County, Wisconsin.