Ameresco, Inc. 8-K

What Happened

• Ameresco, Inc. filed an 8-K (June 8, 2026) reporting results of its June 4, 2026 Annual Meeting. Stockholders approved an amendment to the Ameresco 2020 Equity Incentive Plan to add 3,200,000 shares of Class A common stock (board had approved the amendment Feb. 10, 2026).
• At the meeting stockholders elected Claire Hughes Johnson and Frank V. Wisneski as Class I directors (terms through the 2029 annual meeting), ratified RSM US LLP as the independent auditor for fiscal 2026, and approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers. The amended 2020 Equity Plan is filed as Exhibit 10.1 to the 8‑K.

Key Details

• Equity Plan amendment: increase of 3,200,000 shares of Class A common stock approved by stockholders.
• Director elections: Claire Hughes Johnson received 106,664,410 votes For (10,871,579 withheld); Frank V. Wisneski received 102,026,571 votes For (15,509,418 withheld). Broker non‑votes: 4,608,628.
• Auditor ratification: RSM US LLP ratified with 121,717,970 votes For, 368,099 Against, 58,548 Abstain.
• Advisory executive‑compensation vote: 110,846,894 For, 6,660,508 Against, 28,587 Abstain.

Why It Matters

• The 3.2M‑share increase expands the pool available for equity compensation, which can be used for future grants to employees and executives and may lead to incremental dilution over time.
• Election of two directors and ratification of the auditor confirm board composition and audit continuity as planned.
• The favorable non‑binding vote on executive pay indicates majority shareholder support for current compensation practices, though it does not change pay arrangements by itself.
• Investors should note the voting mix (Class A = 1 vote/share, Class B = 5 votes/share) and broker non‑votes, which affected total tallies reported.