ESS Tech, Inc. 8-K

What Happened

• ESS Tech, Inc. (GWH) filed an 8-K on May 29, 2026 reporting results of its 2026 Annual Meeting, held exclusively online via live webcast. As of the April 6, 2026 record date there were 27,922,991 shares outstanding; 15,682,283 shares (≈56.2%) were present or represented by proxy.
• Stockholders elected two Class II directors to terms expiring at the 2029 annual meeting: Sandeep Nijhawan (5,354,144 votes for; 1,723,434 withheld; 8,604,705 broker non‑votes) and Harry Quarls (6,863,675 votes for; 213,903 withheld; 8,604,705 broker non‑votes).
• Stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved, on an advisory basis, named executive officer compensation and an annual ("1 year") frequency for future say‑on‑pay votes.

Key Details

• Record date / shares outstanding: April 6, 2026 / 27,922,991 shares.
• Shares present or represented: 15,682,283 (≈56.2% of outstanding).
• Auditor ratification vote: 15,155,588 for; 495,296 against; 31,399 abstentions.
• Say‑on‑pay (advisory) vote: 6,877,414 for; 126,602 against; 73,562 abstentions; broker non‑votes 8,604,705.
• Say‑on‑pay frequency: 1 year selected (6,871,222 votes), with 2 years at 92,412 and 3 years at 88,562.

Why It Matters

• Director elections determine board composition and governance through 2029; shareholders confirmed the two Class II nominees.
• Ratifying KPMG ensures continuity of the company’s external audit for fiscal 2026.
• The advisory approval of executive compensation and the selection of an annual say‑on‑pay vote mean investors will continue to receive yearly non‑binding votes on pay, providing regular oversight of executive pay practices.
• A substantial number of broker non‑votes (8.6M) affected totals on non‑routine proposals, a common outcome for shares held by brokers without voting instructions.