UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 7, 2024
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BLOOM ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
001-38598
(Commission File Number)
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| | | | | | | | | | | |
| Delaware | 77-0565408 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| | |
| 4353 North First Street, | San Jose, | California | 95134 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| (408) | 543-1500 |
| (Registrant’s telephone number, including area code) |
| |
| Not Applicable |
| (Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.0001 par value | | BE | | New York Stock Exchange |
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders of Bloom Energy Corporation (the “Company”) was held on May 7, 2024 (the “Annual Meeting”). Holders of the Company’s Class A common stock were entitled to one vote for each share of Class A common stock held as of the close of business on March 12, 2024. The stockholders voted on the following four proposals as described below:
Proposal 1 - Election of Three Class III Directors to the Company’s Board of Directors
The three individuals listed below were elected at the Annual Meeting to serve on the Board of Directors (the “Board”) for three-year terms expiring at the 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
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| | | | | | |
| Name | | For | | Withheld | | Broker Non-Votes |
| Michael Boskin | | 114,554,150 | | 27,248,790 | | 36,617,644 |
| John Chambers | | 139,118,010 | | 2,684,930 | | 36,617,644 |
| Cynthia (CJ) Warner | | 141,035,021 | | 767,919 | | 36,617,644 |
Mary K. Bush, Jeff Immelt, KR Sridhar and Eddy Zervigon will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Proposal 2 was to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2023, as described in the Company’s 2024 Proxy Statement. This proposal was approved.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 130,129,069 | | 11,396,781 | | 277,090 | | 36,617,644 |
Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
Proposal 3 was to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. This proposal was approved.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 177,933,415 | | 323,321 | | 163,848 | | — |
Proposal 4 – Approval of an amendment to our restated certificate of incorporation to add officer exculpation provisions and eliminate outdated references to Class B common stock.
Proposal 4 was to approve an amendment to the Company’s restated certificate of incorporation to add officer exculpation provisions and eliminate outdated references to our Class B common stock. This proposal was not approved because the proposal required the affirmative vote of at least two-thirds of the voting power of all of the outstanding shares of Class A common stock.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 133,369,579 | | 8,128,544 | | 304,817 | | 36,617,644 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| BLOOM ENERGY CORPORATION |
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| Date: | May 10, 2024 | By: | | | /s/ Shawn Soderberg | |
| | | | | | Shawn Soderberg | |
| | | | | | Chief Legal Officer and Corporate Secretary | |
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