374Water Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 04:02

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of April 21, 2025, the record date for the Annual Meeting, there were 144,682,963 outstanding shares of the Company's common stock. The Company's stockholders voted on the following matters at the Annual Meeting, which are described in detail in the 2025 Proxy Statement: (i) to elect seven directors, Christian Gannon, Marc Deshusses, Deanna Rene Estes, Stephen Jones, James Pawloski, Buddie Joe (BJ) Penn and James M. Vanderhider, to serve on the Company's Board of Directors until the 2026 Annual Meeting of Stockholders or until successors have been duly elected and qualified ("Proposal 1"), (ii) to ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ("Proposal 2"), (iii) to approve certain amendments to the 2021 EIP to (a) increase the amount of authorized common stock of the Company issuable under the 2021 EIP by 12,150,000 shares and (b) increase the individual non-employee director compensation limit to $300,000 in any calendar year ("Proposal 3"), and (iv) to approve and adopt an amendment to the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 200,000,000 shares to 1,000,000,000 shares ("Proposal 4").

The Company's stockholders approved the director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for directors as follows:

Votes For

Withheld

Broker Non-Votes

Christian Gannon

71,727,224 3,549,262 22,625,197

Marc Deshusses

69,861,448 3,615,038 22,625,197

Deanna Rene Estes

66,022,141 9,254,345 22,625,197

Stephen Jones

72,655,525 2,610,961 22,625,197

James Palowski

72,657,658 2,618,828 22,625,197

Buddie Joe (BJ) Penn

68,425,405 6,911,081 22,625,197

James M. Vanderhider

65,300,261 9,976,225 22,625,197
2

The Company's stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

93,357,121

263,896 280,666 -

The Company's stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

55,412,765

19,794,860 68,861 22,625,197

The Company's stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

79,225,999

17,114,263 1,561,421 -
3
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