Fluence Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FLNC
Industrial Machinery/Components
Miscellaneous
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): March 17, 2025
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 17, 2025, Fluence Energy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on January 17, 2025, the record date for the Annual Meeting, there were 130,039,205 shares of the Company’s Class A common stock outstanding, 51,499,195 shares of the Company’s Class B common stock outstanding, and no shares of the Company’s Class B-2 common stock outstanding (collectively “the Common Stock”). Each share of the Company’s Class A common stock is entitled to one vote per share, and each share of the Company’s Class B-1 common stock is entitled to five votes per share. Accordingly, as of the record date, there were a total of 387,535,180 votes available to be cast. At the Annual Meeting, the holders of 370,220,136 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 24, 2025 (the "Proxy Statement").
Proposal 1 — Election of Directors
The Company's stockholders elected the twelve director nominees to serve on the Company's Board of Directors (the "Board") for a one year term expiring on the date of our annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified, by the votes indicated below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Cynthia Arnold | 359,136,635 | 1,948,303 | 9,135,198 | ||||||||
| Herman Bulls | 347,308,955 | 13,775,983 | 9,135,198 | ||||||||
| Ricardo Falu | 346,075,204 | 15,009,734 | 9,135,198 | ||||||||
| Elizabeth Fessenden | 357,281,074 | 3,803,864 | 9,135,198 | ||||||||
| Harald von Heynitz | 346,640,149 | 14,444,789 | 9,135,198 | ||||||||
| Barbara Humpton | 345,390,001 | 15,694,937 | 9,135,198 | ||||||||
| Peter Chi-Shun Luk | 346,098,229 | 14,986,709 | 9,135,198 | ||||||||
| Axel Meier | 342,887,668 | 18,197,270 | 9,135,198 | ||||||||
| Letitia ("Tish") Mendoza | 345,457,922 | 15,627,016 | 9,135,198 | ||||||||
| Julian Nebreda | 348,527,158 | 12,557,780 | 9,135,198 | ||||||||
| John Christopher ("Chris") Shelton | 346,080,585 | 15,004,353 | 9,135,198 | ||||||||
| Simon James Smith | 346,078,464 | 15,006,474 | 9,135,198 | ||||||||
Proposal 2 — Ratification of Auditors
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was approved by the votes indicated below. There were no broker non-votes on this proposal.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 369,482,945 | 338,301 | 398,890 | — | ||||||||
Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers
The stockholders approved a resolution, through a non-binding advisory vote, to approve the compensation of the Company's named executive officers as described in the Company's Proxy Statement as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 353,338,599 | 7,432,036 | 314,303 | 9,135,198 | ||||||||
SIGNATURES
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.
| FLUENCE ENERGY, INC. | ||||||||
| Date: March 20, 2025 | By: | /s/ Ahmed Pasha | ||||||
| Ahmed Pasha | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||