Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2023, in connection with the end of his term with the Company's board
of directors ("Board"), Craig Evans, Co-Founder and President of ESS Tech, Inc.
(the "Company") tendered his resignation as President to be effective as of the
commencement of the 2023 annual meeting of stockholders (the "Annual Meeting")
held on May 19, 2023.
Mr. Evans will continue with the Company full-time as Co-Founder and Advisor to
the Chief Executive Officer. His resignation is not the result of any
disagreement he has with the Company on any matter relating to the Company's
operations, policies and practices. The Company and the Board thank Mr. Evans
for his leadership of the Company and his service as a director.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As disclosed in Item 5.07 below, at the Annual Meeting of the Company, the
Company's stockholders approved an amendment to Article IX of the Company's
Certificate of Incorporation ("Charter"), to provide for exculpation of certain
officers to the fullest extent permitted by the Delaware General Corporation
Law. The Board previously approved the amendment to the Charter subject to
stockholder approval. The Charter amendment became effective upon the filing of
the Certificate of Amendment to the Charter with the Secretary of State of the
State of Delaware on May 19, 2023.
The foregoing is qualified in its entirety by reference to the Certificate of
Amendment to the Charter, which is filed herewith as Exhibit 3.1 and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 19, 2023, the Company held its Annual Meeting exclusively online via
live webcast. At the Annual Meeting, the Company's stockholders (i) elected two
Class II directors to the Board to serve until the Company's 2026 annual meeting
of stockholders, (ii) approved an amendment of the Charter, and (iii) ratified
the appointment of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023. 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 7, 2023, as
supplemented by the Company's proxy statement supplement, filed with the SEC on
May 3, 2023.
(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 two Class II directors
to the Board to serve until the 2026 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
Sandeep Nijhawan 104,646,990 501,542 22,633,470
Kyle Teamey 93,451,674 11,696,858 22,633,470
Proposal 2: Amendment to our Certificate of Incorporation to Reflect Recently
Adopted Delaware Law Provisions Regarding Officer Exculpation
At the Annual Meeting, the Company's stockholders approved the amendment of its
Charter to reflect recently adopted Delaware law provisions regarding officer
exculpation. The table below sets forth the final voting results for this
proposal:
Votes For Votes Against Abstentions Broker Non-Votes
103,895,988 1,158,390 94,154 22,633,470
Proposal 3: 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, 2023. The table below sets forth the
final voting results for this proposal:
Votes For Votes Against Abstentions
107,964,372 12,911 19,804,719
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of
Incorporation of ESS Tech,
Inc., effective May 19, 2023 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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