Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Hannon Armstrong Sustainable Infrastructure Capital, Inc. on June 3, 2021. The filing details the submission of matters to a vote of security holders, including director elections, auditor ratification, and executive compensation approval.
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 voting results.
Material Changes and Voting Results
At the Annual Meeting, 65,717,011 shares were represented, constituting approximately 84% of issued and outstanding shares entitled to vote. The following material actions were taken:
- Director Elections: Nine directors were elected to serve until the 2022 annual meeting. Voting results varied by candidate:
- Clarence D. Armbrister, Nancy C. Floyd, Simone F. Lagomarsino, Richard J. Osborne, and Steven G. Osgood received over 54 million votes "For" each.
- Teresa M. Brenner, Michael T. Eckhart, and Charles M. O'Neil received approximately 37 to 39 million votes "For" each, with significant votes withheld (ranging from 16.4 million to 18.4 million).
- Jeffrey W. Eckel received 52,085,927 votes "For".
- Auditor Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021.
- Votes For: 61,259,016
- Votes Against: 4,360,730
- Abstain: 97,265
- Executive Compensation: A non-binding advisory vote on executive compensation was approved.
- Votes For: 47,737,895
- Votes Against: 7,268,403
- Abstain: 500,705
- Broker Non-Votes: 10,210,008
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the reporting of voting outcomes.
Important Facts for Investors to Verify
- Verify the specific reasons for the high number of votes withheld for directors Teresa M. Brenner, Michael T. Eckhart, and Charles M. O'Neil compared to other board members.
- Confirm the total number of shares outstanding to validate the 84% participation rate.
- Review the 2021 Proxy Statement referenced in the filing for detailed narratives on the compensation discussion and analysis.
- Check subsequent filings for the official appointment of the newly elected directors and the commencement of the new fiscal year audit.