ESS Tech Inc

05/29/2026 | Press release | Distributed by Public on 05/29/2026 15:18

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
a.On May 29, 2026, ESS Tech, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") exclusively online via live webcast. Of the 27,922,991 shares of common stock issued and outstanding as of the close of business on April 6, 2026, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 15,682,283 shares of common stock were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company's stockholders (i) elected two Class II directors to the Company's board of directors (the "Board") to serve until the Company's 2029 annual meeting of stockholders, (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approved, on an advisory basis, the compensation of the Company's named executive officers, and (iv) approved, on an advisory basis, every one year as the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers, commonly known as "say-on-pay." The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 15, 2026.
b.The final voting results for each proposal are set forth below.
Proposal 1: Election of Director
At the Annual Meeting, the Company's stockholders elected two Class II directors to the Board to serve until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The table below sets forth the final voting results for the director nominees:
Nominees Votes For Votes Withheld Broker Non-Votes
Sandeep Nijhawan 5,354,144 1,723,434 8,604,705
Harry Quarls 6,863,675 213,903 8,604,705
Proposal 2: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm
At the Annual Meeting, the Company's stockholders ratified the appointment of KPMG LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the final voting results for this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
15,155,588 495,296 31,399 0
Proposal 3: Advisory Vote on the Compensation of the Company's Named Executive Officers
At the Annual Meeting, the Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The table below sets forth the final voting results for this proposal:
Votes For Votes Against Abstentions Broker Non-Votes
6,877,414 126,602 73,562 8,604,705
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers
At the Annual Meeting, the Company's stockholders approved, on an advisory basis, every one year as the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers. Based on the recommendation of the Board in the Proxy Statement and the voting results for Proposal No. 4, the Company will include a say-on-pay proposal in its proxy statement every year until the next required advisory vote on the frequency of a say-on-pay vote. The table below sets forth the final voting results for this proposal:
1 Year 2 Years 3 Years Abstentions Broker Non-Votes
6,871,222 92,412 88,562 25,382 8,604,705
ESS Tech Inc published this content on May 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 29, 2026 at 21:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]