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Get filing alertsSmart Sand shareholders approve new equity plan authorizing 2.4M shares for compensation
Filed June 8, 2026 · Period ending June 2, 2026 · ~1 min read
Key Changes
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Stockholders approved 2026 Equity Incentive Plan replacing 2016 plan, authorizing 2.4 million new shares plus unused shares from old plan for stock options, restricted stock, and performance awards through 2036.
Item 5.02 verify on EDGAR → -
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New Employee Stock Purchase Plan approved with 3 million shares reserved, allowing employees to buy stock at 15% discount through payroll deductions in semi-annual offering periods.
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Sharon Spurlin and Timothy Pawlenty elected as Class I directors for three-year terms through 2029, with Pawlenty receiving notably higher withheld votes (5.7M vs 1.2M).
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Grant Thornton LLP ratified as independent auditor for 2026 with overwhelming shareholder support (32.8M for vs 14,720 against).
Item 5.07 verify on EDGAR →
Summary
Smart Sand held its 2026 annual meeting on June 2, where shareholders approved a comprehensive refresh of the company's equity compensation programs. The centerpiece is a new 2026 Equity Incentive Plan that replaces the expiring 2016 plan and authorizes 2.4 million fresh shares for employee and director compensation over the next decade.
Combined with rollover provisions for unused shares from the old plan, this represents meaningful potential dilution but gives management tools to retain and incentivize key personnel in the competitive frac sand industry.
Retail investors should note that equity compensation is standard practice for public companies, but the 2.4 million share authorization represents roughly 5-10% of typical outstanding shares for a company of Smart Sand's size. The new Employee Stock Purchase Plan adds another 3 million shares at discounted prices, though employee participation typically results in modest dilution. Both plans passed with solid majorities, suggesting institutional shareholders view the dilution as acceptable for talent retention. Watch for the first grants under the new plan in upcoming proxy filings or 10-Q footnotes, which will reveal how aggressively management uses these shares and whether awards are tied to meaningful performance metrics or simply time-based vesting.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 2, 2026, the stockholders of Smart Sand, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the Smart Sand, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) at the 2026 annual meeting of stockholders (the “Annual Meeting”), which 2026 Plan replaced the Smart Sand, Inc. Amended and Restated 2016 Omnibus Incentive Plan, as amended (the “2016 Plan”).
Stockholders approved a new equity incentive plan that replaces the existing 2016 plan. The 2026 Plan authorizes up to 2,400,000 shares plus any remaining shares from the old plan, and permits granting stock options, restricted stock, performance awards, and other equity compensation to employees, directors, and consultants through June 2036.
Added in current filing · verify on EDGAR →
Subject to adjustment as provided in the 2026 Plan, the maximum number of shares of Company common stock available for issuance under the 2026 Plan is (i) 2,400,000 shares of Company common stock; plus (ii) the number of shares of Company common stock remaining available for issuance under the 2016 Plan but not subject to outstanding awards under the 2016 Plan as of June 2, 2026; plus (iii) the number of additional shares of Company common stock subject to awards outstanding under the 2016 Plan as of June 2, 2026 but only to the extent that such outstanding awards are (A) forfeited, (B) cancelled, (C) expire or (D) otherwise terminate without the issuance of such shares of common stock after June 2, 2026; plus (iv) any shares underlying such awards which are withheld to satisfy tax withholding obligations on restricted stock awards outstanding under the 2016 Plan.
The new plan authorizes 2.4 million new shares for equity compensation, plus any unused or forfeited shares from the prior 2016 plan. This represents potential dilution to existing shareholders as new equity awards are granted to employees and directors over the next decade.
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Added in current filing · verify on EDGAR →
On June 2, 2026, the stockholders of the Company also, upon recommendation of the Board, approved the Smart Sand, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”) at the Annual Meeting.
Stockholders approved a new employee stock purchase plan allowing employees to buy company stock through payroll deductions at a 15% discount to market price. The plan reserves 3 million shares and runs through semi-annual offering periods where employees can contribute 1-20% of compensation to purchase shares at 85% of the lower of the enrollment date or exercise date price.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Smart Sand held its 2026 Annual Meeting on June 2, approving director elections, auditor ratification, executive compensation, and two equity plans.
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The stockholders also approved the 2026 Plan. The voting results for this proposal were 20,547,767 shares for, 4,849,543 shares against, 105,620 shares abstained and 7,477,825 shares were broker non-votes.
Shareholders approved a new 2026 equity incentive plan with 20.5 million votes for and 4.8 million against. This plan will allow the company to grant stock-based compensation to employees and directors, potentially diluting existing shareholders but providing retention and alignment tools.
Show 2 minor / wording changes
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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.
Shareholders elected two Class I directors to serve until the 2029 annual meeting. Sharon Spurlin received 24,307,260 votes for with 1,195,670 withheld, while Timothy J. Pawlenty received 19,850,422 votes for with 5,652,508 withheld. Both directors were elected despite Pawlenty receiving significantly more withheld votes.
Added in current filing · verify on EDGAR →
The stockholders also approved the ESPP. The voting results for this proposal were 25,324,782 shares for, 86,202 shares against, 92,128 shares abstained and 7,477,825 shares were broker non-votes.
Shareholders approved an employee stock purchase plan (ESPP) with strong support (25.3 million for vs. 86,202 against). This plan will allow employees to purchase company stock, typically at a discount, which may cause modest dilution but helps with employee retention and alignment.
Event · Item 9.01 — Financial Statements and Exhibits
Smart Sand adopted a new 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan with related award agreement forms.
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Smart Sand, Inc. 2026 Equity Incentive Plan
The company has adopted a new equity incentive plan in 2026. This plan will govern future equity-based compensation awards to employees, directors, and potentially consultants. The adoption of a new equity plan typically indicates the company intends to use stock-based compensation as part of its retention and incentive strategy, which can dilute existing shareholders but may help align management interests with shareholder value.
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Form of Time-Based Vesting Restricted Stock Award and Restrictive Covenant Agreement under Smart Sand, Inc. 2026 Equity Incentive Plan
The company has established standardized forms for granting restricted stock awards under the new plan, including time-based vesting, performance-based vesting, and combined vesting structures. These forms also include restrictive covenants, which typically impose non-compete or confidentiality obligations on recipients. The variety of vesting structures suggests the company will use differentiated equity awards to incentivize both tenure and performance outcomes.
Added in current filing · verify on EDGAR →
Smart Sand, Inc. 2026 Employee Stock Purchase Plan
The company has adopted an employee stock purchase plan, which typically allows employees to purchase company stock at a discount through payroll deductions. ESPPs are generally viewed as employee-friendly benefits that can increase employee ownership and alignment with shareholder interests, though they do result in modest dilution to existing shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify