STEM, INC. 8-K

What Happened

• STEM, Inc. (STEM) filed an 8‑K reporting the results of its 2026 Annual Meeting of Stockholders held June 3, 2026. All three Class II director nominees — Ira Birns, Adam E. Daley and Anil Tammineedi — were re‑elected to serve until the 2029 annual meeting.
• Stockholders approved an amendment and restatement of the Amended and Restated 2024 Equity Incentive Plan (the “Second A&R Plan”) to increase the number of shares available for issuance by 425,000 shares and to extend the plan term. The full text of the Second A&R Plan is filed as Exhibit 10 to the 8‑K.
• Shareholders also approved, on a non‑binding advisory basis, named executive officer compensation and ratified RSM US LLP as the company’s independent auditor for the 2026 fiscal year.

Key Details

• Meeting date: June 3, 2026; shares present or represented: 4,532,097 (≈53% of shares entitled to vote).
• Equity plan amendment vote: 1,645,467 For; 387,942 Against; 9,361 Abstentions; 2,489,327 broker non‑votes.
• Director election votes (For / Withheld): Ira Birns 1,977,507 / 65,263; Adam E. Daley 1,852,248 / 190,522; Anil Tammineedi 1,827,044 / 215,726 (each with 2,489,327 broker non‑votes).
• Auditor ratification vote: RSM US LLP ratified with 4,330,718 For, 148,533 Against, 52,846 Abstentions.

Why It Matters

• The approved increase of 425,000 shares to the equity incentive plan creates potential additional share dilution if grants are issued under the plan; investors should watch for future equity awards and their impact on share count and earnings per share.
• Re‑election of the incumbent Class II directors maintains board continuity. The auditor ratification provides continuity in external audit oversight for fiscal 2026.
• The advisory approval of executive pay is non‑binding but signals shareholder sentiment on compensation practices. The proxy filing contains the detailed plan summary and the complete Second A&R Plan (Exhibit 10) for investors who want the full terms.