snd-defa14a_20170424.htm

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant                                   Filed by a Party other than the Registrant  

Check the appropriate box:

 

 

Preliminary Proxy Statement

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

SMART SAND, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

No fee required.

 

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

(1)

 

 

Title of each class of securities to which transaction applies:

      

 

 

(2)

 

Aggregate number of securities to which transaction applies:

      

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

      

 

 

(4)

 

Proposed maximum aggregate value of transaction:

      

 

 

(5)

 

Total fee paid:

      

 

 

 

Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1)

 

 

Amount Previously Paid:

      

 

 

(2)

 

Form, Schedule or Registration Statement No.:

       

 

 

(3)

 

Filing Party:

      

 

 

(4)

 

Date Filed:

      

 

 

 


 

Important Notice of Availability of Proxy Materials for the Anual Meeting of Stockholders of SMART SAND, INC. To Be Held On: June 8, 2017 at 9:00 a.m., central time at The Westin at the Woodlands, 2 Waterway Square Place, The Woodlands, Texas 77380 COMPANY NUMBeR ACCOUNT NUMBeR CONTROL NUMBeR This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 05/26/17. Please visit http://www.astproxyportal.com/ast/21117/, where the following materials are available to view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K TO ReqUeST MATeRIAL: TeLePHONe: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) e-MAIL: info@astfinancial.com WeBSITe: https://us.astfinancial.com/proxyservices/requestmaterials.asp TO VOTe: ONLINe: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. IN PeRSON: You may vote your shares in person by attending the Annual Meeting. TeLePHONe: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. MAIL: You may request a card by following the instructions above. 1. Election of Sharon Spurlin and Timothy J. Pawlenty as Class I members of the board of directors to serve until the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. NOMINeeS: Sharon Spurlin Timothy J. Pawlenty 2. Ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. 3. Approval on an advisory (and non-binding) basis of the compensation paid to the Company’sr named executive officers for the year ended December 31, 2016. 4. Approval on an advisory (and non-binding) basis of the preferred frequency of the Company’s “say-on-pay” voting. THe BOARD Of DIReCTORS ReCOMMeNDS A VOTe "fOR ALL NOMINeeS" IN PROPOSAL 1, "fOR" PROPOSALS 2 AND 3, AND fOR “ONe YeAR” IN PROPOSAL 4. Please note that you cannot use this notice to vote by mail.