NuScale Power Corp.

05/30/2025 | Press release | Distributed by Public on 05/30/2025 14:10

Amendment to Current Report (Form 8-K/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K/A
(Amendment No. 1)
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2025
NuScale Power Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-39736
98-1588588
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
1100 NE Circle Blvd., Suite 200
Corvallis, OR
97330
(Address of principal executive offices) (Zip Code)
(971) 371-1592
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share SMR New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this "Amendment") is being filed as an amendment to the Current Report on Form 8-K filed by NuScale Power Corporation (the "Company") with the Securities and Exchange Commission on May 28, 2025 (the "Original 8-K"). Under Item 5.07, the Original 8-K reported the final voting results of the Company's Annual Meeting of Stockholders held on May 23, 2025 (the "2025 Annual Meeting"). The purpose of this Amendment is to amend Item 5.07 of the Original 8-K to disclose the number of broker non-votes for each matter voted upon at the 2025 Annual Meeting, as applicable, and to state the number of votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions, for the vote on the frequency of stockholder advisory votes on executive compensation. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
The results of the votes on the five matters considered at the 2025 Annual Meeting are as follows. Each of the proposals received the requisite vote for approval.
1.To elect the following directors:
FOR WITHHELD BROKER NON-VOTES
Alan L. Boeckmann 177,501,090 1,354,257 34,144,884
Bum-Jin Chung 178,284,320 571,027 34,144,884
Alvin C. Collins, III 169,988,415 8,866,932 34,144,884
Shinji Fujino 178,465,358 389,989 34,144,884
John L. Hopkins 178,418,065 437,282 34,144,884
Kent Kresa 177,344,875 1,510,472 34,144,884
Diana J. Walters 178,452,650 402,697 34,144,884
Kimberly O. Warnica 171,918,751 6,936,596 34,144,884
2. To approve executive compensation.
FOR AGAINST ABSTAIN BROKER NON-VOTES
174,826,399 3,584,552 444,396 34,144,884
3. To approve frequency of executive compensation.
1 YEAR 2 YEARS 3 YEARS ABSTAIN
177,338,121 504,700 772,462 240,064
4. To Amend the Company's Certificate of Incorporation.
FOR AGAINST ABSTAIN BROKER NON-VOTES
177,878,560 439,428 537,359 34,144,884
5 To ratify the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
FOR AGAINST ABSTAIN BROKER NON-VOTES
211,758,201 609,366 632,664 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NuScale Power Corporation
Date: May 30, 2025 By: /s/ R. Ramsey Hamady
Name: R. Ramsey Hamady
Title: Chief Financial Officer
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