Zeo Energy Corp. Reports Results of 2026 Annual Meeting

What Happened Zeo Energy Corp. (ZEO) filed an 8-K (Item 5.07) reporting the outcomes of its 2026 annual meeting of stockholders held after a June 30, 2026 record date. Of 58,279,972 voting shares eligible, a quorum of 32,739,596 shares (≈56.2%) was present or represented by proxy. Stockholders re-elected five incumbent directors and approved, under Nasdaq Listing Rule 5635(d), the potential future issuance of Class A common stock equal to or in excess of 20% of outstanding shares or voting power in connection with a Note Purchase Agreement dated June 9, 2026 with White Lion Capital LLC. Stockholders also ratified Tanner LLC as the company’s independent auditor for 2026.

Key Details

• Eligible voting shares: 58,279,972 (35,399,972 Class A; 22,880,000 Class V). Quorum present: 32,739,596 (≈56.2%).
• Directors re-elected (votes for / withheld / broker non-votes):
  • Timothy Bridgewater: 19,782,057 / 11,049,819 / 1,907,720
  • Dr. Abigail M. Allen: 30,651,747 / 180,129 / 1,907,720
  • James P. Bensen: 25,268,201 / 5,563,675 / 1,907,720
  • Neil Bush: 30,701,773 / 130,103 / 1,907,720
  • Mark M. Jacobs: 30,691,384 / 140,492 / 1,907,720
• Approval of potential >20% issuance (per Nasdaq 5635(d)) related to conversion of promissory notes under the June 9, 2026 Note Purchase Agreement with White Lion Capital LLC: 30,729,468 for; 89,973 against; 12,435 abstain; 1,907,720 broker non-votes.
• Auditor ratification (Tanner LLC): 32,489,138 for; 148,550 against; 101,908 abstain.
• A vote on adjourning (proxies solicited if needed) was held but the meeting did not need to be adjourned: 32,192,307 for; 434,517 against; 112,772 abstain.

Why It Matters For investors, the key takeaways are governance continuity (five incumbent directors retained) and shareholder authorization that permits a significant equity issuance tied to the White Lion financing. Approval under Nasdaq Rule 5635(d) means the company can issue shares equal to or greater than 20% of outstanding stock or voting power upon conversion of the White Lion promissory notes, which could materially increase share count and dilute existing holders if and when conversions occur. The auditor ratification is a routine but necessary corporate housekeeping vote.