SUNation Energy, Inc. 8-K

What Happened
SUNation Energy, Inc. (SUNE) held its Annual Meeting of Stockholders on December 18, 2025 and filed the results on Form 8-K. Of 3,406,614 shares outstanding and entitled to vote, 1,423,520 shares (41.78%) were present in person or by proxy. Stockholders elected Roger H.D. Lacey as Class I director and ratified CBIZ CPAs P.C. as the company’s independent registered public accounting firm. A proposed amendment to the 2022 Equity Incentive Plan to increase reserved shares and add an evergreen provision did not receive enough votes to pass. An adjournment proposal was on the agenda but was not moved forward because a quorum was present and Proposals 1 and 2 had sufficient support.

Key Details

• Shares outstanding and eligible to vote: 3,406,614; shares present/voted: 1,423,520 (41.78%).
• Proposal 1 (elect director): Roger H.D. Lacey — For: 410,823; Withheld: 2,826 (elected).
• Proposal 2 (ratify auditor): CBIZ CPAs P.C. — For: 1,360,190; Against: 51,444; Abstain/Withheld: 11,886 (ratified).
• Proposal 3 (amend 2022 Equity Incentive Plan with 5.0% evergreen): For: 83,998; Against: 355,522; Abstain/Withheld: 6,518 (did not pass).

Why It Matters

• Board continuity and governance: Electing Roger H.D. Lacey fills the Class I director seat, maintaining the board’s composition reported at the meeting.
• Auditor ratification is routine but important for financial reporting continuity—CBIZ CPAs P.C. remains the independent registered public accounting firm for 2025.
• Failed equity plan amendment limits the company’s immediate ability to expand equity-based compensation or implement an evergreen feature tied to outstanding shares, which could affect how SUNation grants stock-based pay until the board seeks another amendment or alternative compensation arrangements.
• Voter turnout was 41.78%, a relevant metric for shareholder engagement and the ease of passing future proposals.