Smart Sand, Inc. (SND)
NASDAQ: SND · Real-Time Price · USD
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Sep 18, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 2, 2026

Summary

The meeting covered director elections, auditor ratification, and approval of executive compensation, equity, and stock purchase plans. Q&A addressed product quality and Canadian market growth, with all proposals approved.

Andrew Speaker
Chairman of the Board, Smart Sand

Good morning. Welcome to the virtual 2026 Annual Meeting of the stockholders of Smart Sand. My name is Andrew Speaker, I am the Chairman of the Board of Directors of Smart Sand. I'm joined here today by other members of the board of directors of Smart Sand, along with key executives of the company. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. An agenda that outlines the order of business for the meeting has been made available. The matters on which the stockholders of the meeting are voting are. One, the election of 2 Class I directors.

Two, ratifying the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. Three, approving, on an advisory and non-binding basis, the compensation paid to the company's named executive officers for the year ending December 31, 2025. Four, approving the Smart Sand, Inc. 2026 Equity Incentive Plan. Five, approving the Smart Sand Inc. 2026 Employee Stock Purchase Plan. Six, to transact any other business that may properly come before the meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any recording device, audio recording device.

James Young will serve as secretary of the meeting and record the proceedings. He has delivered an affidavit of Broadridge Financial Solutions Inc., confirming the mailing of the notice of the meeting and notice of internet availability of proxy materials to all stockholders of record as of the close of business on April 10, 2026, the record date for the meeting. This affidavit will be filed with the minutes of this meeting. Stephen Brill, our associate general counsel and director of legal compliance, has been appointed as Inspector of Election for the meeting and any adjournment or postponement of this meeting. He has signed an oath to act as Inspector of Election, and this oath will be filed within the minutes of the meeting.

The inspector has a stockholder list of the company as of the close of business on April 10, 2026, the record date for the meeting, which shows the stockholders of record and the respective number of shares entitled to vote at this meeting. This list will be filed with the minutes of the meeting. James Young has advised us that a quorum is present at the meeting, I declare the meeting duly and lawfully convened. Now I present the matters to be voted upon. Proposal one is the election of two Class I directors. The candidates have been nominated to serve as Class I directors by the company's Nominating and Corporate Governance Committee are Sharon Spurlin and Timothy J. Pawlenty. Proposal two is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.

The appointment of Grant Thornton is discussed in the proxy statement that was made available to you earlier. At this time, I would like to recognize Alexis Abadi and Zach Rush from Grant Thornton, who will work on the audit of the company's financial statements for the year ending December 31, 2026. They are in attendance and will be available during the question and answer session after the meeting to respond to appropriate questions. Proposal three is to approve the 2025 compensation of the company's named executive officers. This proposal is a non-binding stockholder advisory vote. The company's executive compensation is discussed in the proxy statement that was made available to you earlier. Proposal four is to approve the Smart Sand Inc. 2026 Equity Incentive Plan. The company's equity incentive plan is discussed in the proxy statement that was made available to you earlier.

Proposal five is to approve the Smart Sand, Inc. 2026 Employee Stock Purchase Plan. The company's employee stock purchase plan was also discussed in the proxy statement made available to you earlier. If any stockholder would like to make a comment regarding any of the proposals, please submit your comments through the web portal. We will pause a moment for comments. I hereby declare the polls open to vote on the proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. I will now pause for a few brief moments to allow for the voting.

Now that everyone has had the opportunity to vote, I will declare the polls closed. James, will you please announce the results of the stockholders' vote?

James D. Young
Executive Vice President, General Counsel, and Secretary, Smart Sand

The preliminary report of the Inspector of Election indicates that Sharon Spurlin and Timothy J. Pawlenty have been elected as Class I directors by the stockholders. Ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2026, has been approved by the stockholders. The compensation of the company's named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, has been approved by the stockholders. The Smart Sand, Inc. 2026 Equity Incentive Plan has been approved by the stockholders. The Smart Sand, Inc. 2026 Employee Stock Purchase Plan has been approved by the stockholders. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting.

You have now heard the results of the voting, and this completes the formal business to be conducted at this meeting.

Andrew Speaker
Chairman of the Board, Smart Sand

Thank you, James. I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance and interest. Now that the formal portion of the meeting is concluded, I would like to introduce our Chief Financial Officer, Lee Beckelman, to answer any questions that stockholders may have.

Lee E. Beckelman
CFO, Smart Sand

Thank you, Andy. If you have any questions relating to the company, but not to the matters already voted on at the meeting, you may raise them now. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. We have one question currently asking about the term wet sand used by a Canadian fracker. Does that term mean local sand? Yes, wet sand would be local sand that's provided by a sand mining company that has very close proximity to the wells. It's typically inferior in quality, and it hasn't been fully processed to the level of quality of Northern White sand.

Smart Sand provides high-quality Northern White dry sand that we use to our customers to frack and complete oil and gas wells. We believe that dry sand leads to much superior quality results in the wells versus using an inferior, lower product, in our opinion, of wet sand locally. Second question we have is, how are Canadian unit train sales progressing, exceeding expectations? Yes, Canada continues to be a very active part of our business today. It's meeting our expectations. We see a lot of growth opportunity in the Canada market and expect it to be a big part of our business on a go-forward basis. We have no further questions. I'd like to thank all of you for attending today's meeting. Thank you very much.