Business Context and Reporting Period
Stem, Inc. filed this Form 8-K on June 15, 2022 to report the results of its 2022 Annual Meeting of Stockholders, held on the same date. As of the April 18, 2022 record date, 154,016,596 common shares were outstanding and entitled to vote; 100,610,052 shares were present or represented by proxy, constituting a quorum.
Key Financial and Operating Metrics
This filing reports corporate governance matters only. It does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial operating metrics.
Material Changes Versus the Prior Comparable Period
- Laura D’Andrea Tyson and Jane Woodward were each elected as Class I directors for three-year terms.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2022.
- Stockholders approved, on a non-binding advisory basis, holding executive compensation advisory votes every year.
Guidance, Outlook, Risks, and Unusual Items
The filing provides no financial guidance, business outlook, risk update, contingency disclosure, or unusual financial item. Future advisory votes on executive compensation will be held annually, beginning at the 2023 annual meeting. The next required advisory vote on vote frequency is scheduled for the 2028 annual meeting.
Voting Results
| Proposal | Result | Key Vote Detail |
|---|---|---|
| Election of Laura D’Andrea Tyson | Approved | 41,901,029 for; 24,043,206 withheld; 34,665,817 broker non-votes |
| Election of Jane Woodward | Approved | 43,115,823 for; 22,828,411 withheld; 34,665,817 broker non-votes |
| Ratification of Deloitte & Touche LLP | Approved | 100,288,667 for; 165,853 against; 155,532 abstentions |
| Annual executive compensation advisory vote | Approved | 65,367,617 votes for one year |
Important Facts to Verify
- Confirm the three-year director terms for Laura D’Andrea Tyson and Jane Woodward.
- Verify Deloitte & Touche LLP’s appointment for fiscal year 2022.
- Confirm that executive compensation advisory votes will occur annually, with the first such vote at the 2023 annual meeting.
- Review subsequent filings for any governance changes or updates to the annual meeting schedule.