ESS Tech, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated May 29, 2026, details the results of ESS Tech, Inc.'s 2026 Annual Meeting of Stockholders. The meeting was held exclusively online via live webcast. As of the record date (April 6, 2026), there were 27,922,991 shares of common stock issued and outstanding. A total of 15,682,283 shares were present or represented by proxy at the meeting.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses solely on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
Stockholders voted on four proposals. The final results were as follows:
- Proposal 1 (Election of Directors): Stockholders elected two Class II directors to serve until the 2029 annual meeting.
- Sandeep Nijhawan: 5,354,144 votes For; 1,723,434 votes Withheld.
- Harry Quarls: 6,863,675 votes For; 213,903 votes Withheld.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Results: 15,155,588 votes For; 495,296 votes Against; 31,399 Abstentions.
- Proposal 3 (Say-on-Pay): Stockholders approved, on an advisory basis, the compensation of named executive officers.
- Results: 6,877,414 votes For; 126,602 votes Against; 73,562 Abstentions.
- Proposal 4 (Say-on-Pay Frequency): Stockholders approved conducting advisory votes on executive compensation every one year.
- Results: 6,871,222 votes for 1 Year; 92,412 votes for 2 Years; 88,562 votes for 3 Years; 25,382 Abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The report is limited to the disclosure of voting results as required by Item 5.07.
Key Facts for Investor Verification
- Verify the definitive proxy statement (Schedule 14A) filed on April 15, 2026, for detailed background on director nominees and executive compensation.
- Confirm the appointment of KPMG LLP as the independent auditor for the fiscal year ending December 31, 2026.
- Note that the Board will include a say-on-pay proposal in its proxy statement every year based on the approval of Proposal 4.
- Review the significant number of broker non-votes (8,604,705) recorded for the director election and executive compensation proposals.