wk-20240521

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 21, 2024

ESS TECH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon						97070
(Address of principal executive offices)						(Zip code)

(855) 423-9920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

GWH

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50

GWH.W

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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.

(a) On May 17, 2024, the Company held its Annual Meeting exclusively online via live webcast. At the Annual Meeting, the Company’s stockholders (i) elected three Class III directors to the Board to serve until the Company’s 2027 annual meeting of stockholders and (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on April 5, 2024.

(b) The final voting results for each proposal are set forth below.

Proposal 1: Election of Directors

At the Annual Meeting, the Company’s stockholders elected three Class III directors to the Board to serve until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The table below sets forth the final voting results for each director nominee:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Raffi Garabedian	99,216,167	2,777,532	40,426,068
Michael Niggli	96,596,747	5,396,952	40,426,068
Alexi Wellman	99,361,911	2,631,788	40,426,068

Proposal 2: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the final voting results for this proposal:


Votes For	Votes Against	Abstentions
141,553,616	628,104	238,047

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: May 21, 2024


ESS TECH, INC.

By:			/s/ Anthony Rabb
Name:			Anthony Rabb
Title:			Chief Financial Officer

ESS Tech Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders