Spruce Power Holding Corporation

08/26/2026 | Press release | Distributed by Public on 08/26/2026 07:25

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, the 2026 annual meeting of stockholders (the "Annual Meeting") of Spruce Power Holding Corporation (the "Company") originally convened on August 11, 2026, was adjourned to August 25, 2026, following the approval by the Company's stockholders of Proposal Six, the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate.
On August 25, 2026, the Company reconvened the Annual Meeting. At the reconvened Annual Meeting, the Company's stockholders voted on the following proposals: (1) the election of two Class C directors to serve until the 2029 Annual Meeting of Stockholders, (2) approval, in an advisory and non-binding vote, of the compensation of the Company's named executive officers, (3) ratification of the appointment of CohnReznick, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, (4) the redomiciliation of the Company from Delaware to Texas; and (5) transfer restrictions in the Company's charter that are intended to preserve the tax benefits associated with the Company's net operating losses. On June 16, 2026, the record date for stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 18,369,300 shares of the Company's common stock issued and outstanding.
The two Class C director nominees were elected, and all other matters were approved by the Company's stockholders. The voting results with respect to each matter are set out below.
Proposal One Election of directors:
Nominee
Votes For Votes Withheld Broker Non-Votes
Jonathan J. Ledecky 10,252,478 1,144,057 3,715,100
Jack L. Howard 10,625,131 771,406 3,715,098
Proposal Two: Advisory vote regarding the compensation of the Company's named executive officers
Votes For Votes Against Abstentions Broker Non-Votes
10,180,766 1,111,210 104,557 3,715,102
Proposal Three: Ratification of the appointment of CohnReznick, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026
Votes For Votes Against Abstentions
14,534,523 467,162 109,950
Proposal Four: Redomiciliation of the Company from Delaware to Texas
Votes For Votes Against Abstentions Broker Non-Votes
9,817,762 1,484,701 94,072 3,715,100
Proposal Five: Transfer restrictions in the Company's charter that are intended to preserve the tax benefits associated with the Company's net operating losses
Votes For Votes Against Abstentions Broker Non-Votes
10,429,680 875,680 91,177 3,715,098
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