Smart Sand, Inc. (SND) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to your Smart Sand, Inc.'s annual conference call. It is now my pleasure to turn the floor over to Andrew Speaker. Please go ahead.

Thank you. Good morning. Welcome to the Virtual 2020 Annual Meeting of the Stockholders of Smart Sand. My name is Andrew Speaker, and I am Co-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, election of 2 Class 1 directors; two, ratifying the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2020; three, approving the Smart Sand Inc. amended and restated 2016 Omnibus Incentive Plan; four, approving the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC; and five, 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. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any 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 6, 2020, the record date for the meeting. This affidavit has been filed with the minutes of the 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 with the minutes of the meeting. The inspector has the stockholder list of the company as of the close of business on April 6, 2020, the record date for the meeting, which shows the stockholders of record and their respective number of shares entitled to vote at this meeting. This list is posted in the virtual meeting portal and will be filed with the minutes of the meeting. James Young has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on proposals themselves after all proposals have been presented. Proposal 1 is the election of 2 Class 1 directors. The candidates who have been nominated to serve as Class 1 directors for the company's nominating and corporate governance committee are Sharon S. Spurlin and Timothy J. Pawlenty. Proposal 2 is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. The appointment of Grant Thornton is discussed in the proxy statement that was made available to you earlier. At this time, I'd like to recognize Jeffery Gellman and Alexis Abate from Grant Thornton, who will work on the audit of the company's financial statements for the year ended December 31, 2020. They are in attendance and will be available during the question-and-answer session after the meeting to respond to appropriate questions. Proposal 3 is to approve the Smart Sand Inc. amended and restated 2016 Omnibus Incentive Plan. The company's plan is discussed in the proxy statement that was made available to you earlier. Proposal 4 is to approve 2019 compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory vote. The company's executive compensation is discussed in the proxy statement that was made available to you earlier. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. We will pause for a moment for comments. Okay. 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 action. [Voting]

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

The preliminary report of the inspector of election indicates that Sharon S. Spurlin and Timothy J. Pawlenty have each been elected as Class 1 directors by the stockholders. Ratification of the appointment of Grant Thornton as the company's independent registered public accounting firm for the year ending December 31, 2020, has been approved by the stockholders. The Smart Sand, Inc. amended and restated 2016 Omnibus Incentive Plan has been approved by the stockholders. And 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. 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.

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.

Thank you, Andy. If any -- if you have any question relating to the company but not to the matters already voted on in the meeting, you may raise those questions 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. There are currently no questions. So I'd like to thank all of you for attending today's meeting. We are now officially adjourned.

And that does conclude today's conference call. We appreciate your participation. You may disconnect your lines at this time, and have a wonderful day.