SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2023
FLUENCE ENERGY, INC.
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-40978|| ||87-1304612|
|(State or other jurisdiction of incorporation)|| ||(Commission File Number)|| ||(I.R.S. Employer Identification No.)|
4601 Fairfax Drive, Suite 600
Arlington, Virginia 22203
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| ||Trading Symbol(s)|| ||Name of each exchange on which registered|
|Class A Common Stock, $0.00001 par value per share|| ||FLNC|| ||The Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 20, 2023, Fluence Energy, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 163,926,717 of Company’s Class A, Class B-1 common stock and Class B-2 common stock (collectively, the “Common Stock”) were present in person or represented by proxy at the Annual Meeting, representing approximately 93.81% percent of the Company’s total outstanding Common Stock as of the January 23, 2023 record date. Each share of the Company’s Class A common stock is entitled to one vote per share, and each share of the Company’s Class B-1 common stock is entitled to five votes per share. No shares of Class B-2 common stock were outstanding as of the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 27, 2023.
Item 1 — Election of twelve directors for a term of office expiring on the date of the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.
|Harald von Heynitz||388,212,051||6,579,335||3,482,112|
|John Christopher Shelton||385,341,620||9,449,766||3,482,112|
|Simon James Smith||385,355,752||9,435,634||3,482,112|
Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.
|Votes Against||Votes Abstained||Broker Non-Votes|
Based on the foregoing votes, the twelve director nominees were elected to serve on the Company's Board of Directors for a one year term expiring on the date of our annual meeting of stockholders in 2024 and Item 2 was approved.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||FLUENCE ENERGY, INC.|
| || |
|Date: March 22, 2023||By:||/s/ Francis Fuselier|
| || ||Francis Fuselier|
| || ||Senior Vice President, General Counsel and Secretary|