Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders held by Energy Recovery, Inc. on June 4, 2026. The filing details the outcomes of four proposals submitted to security holders, including the election of directors, executive compensation advisory vote, auditor ratification, and an amendment to the company's incentive plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results rather than financial performance.
Material Changes and Voting Results
As of the record date (April 6, 2026), there were 52,001,859 shares outstanding. Approximately 85.3% of shares were represented at the meeting. Key outcomes include:
- Board Composition: Five directors were elected to one-year terms. The Board size remains at six members with one vacancy following the resignation of David Moon (President, CEO, and Director) effective May 26, 2026.
- Executive Compensation: The non-binding advisory vote on 2025 executive compensation was approved with 83.3% support.
- Auditor Ratification: Deloitte & Touche LLP was ratified as the independent auditor for 2026 with 99.3% support.
- Incentive Plan: Amendment No. 1 to the 2020 Incentive Plan was approved with 53.5% support.
Director Election Results
| Nominee | Votes For (%) | Votes Withheld (%) |
|---|---|---|
| Alexander J. Buehler | 95.2% | 4.8% |
| Joan K. Chow | 90.5% | 9.5% |
| Arve Hanstveit | 84.5% | 15.5% |
| Colin R. Sabol | 88.0% | 12.0% |
| Pamela L. Tondreau | 91.7% | 8.3% |
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, or contingencies. The document serves as a record of the completed annual meeting proceedings.
Investor Verification Checklist
- Verify the status of the CEO vacancy and the timeline for appointing a successor following David Moon's resignation.
- Review the specific terms of Amendment No. 1 to the 2020 Incentive Plan, noting the relatively close vote margin (53.5% vs 44.9%).
- Confirm the composition of the Board of Directors and the impact of the single vacancy on governance.
- Check subsequent filings for the appointment of a new CEO and any related executive compensation adjustments.