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, 2024
(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)
(833) 358-3623
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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, 2024, Fluence Energy, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on January 23, 2024, the record date for the Annual Meeting, there were 126,729,231 shares of the Company’s Class A common stock outstanding, 51,499,195 shares of the Company’s Class B common stock outstanding, and no shares of the Company’s Class B-2 common stock outstanding (collectively “the Common Stock”). 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. Accordingly, as of the record date, there were a total of 384,225,206 votes available to be cast. At the Annual Meeting, the holders of 371,585,248 votes of the Common Stock were represented in person or by proxy, constituting a quorum. 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 26, 2024 (the "Proxy Statement").

Proposal 1 — Election of Directors

The Company's stockholders elected the twelve director nominees to serve on the Company's Board of Directors (the "Board") for a one year term expiring on the date of our annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified, by the votes indicated below:

Broker Non-Votes
Cynthia Arnold346,417,23816,712,7228,455,288
Herman Bulls345,259,73617,870,2248,455,288
Emma Falck348,459,94814,670,0128,455,288
Ricardo Falu348,452,63814,677,3228,455,288
Elizabeth Fessenden347,635,52015,494,4408,455,288
Harald von Heynitz342,204,19620,925,7648,455,288
Barbara Humpton347,422,66315,707,2978,455,288
Axel Meier346,489,11916,640,8418,455,288
Tish Mendoza346,475,70016,654,2608,455,288
Julian Nebreda349,086,71614,043,2448,455,288
John Christopher Shelton348,451,98914,677,9718,455,288
Simon James Smith348,450,70514,679,2558,455,288

Proposal 2 — Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 was approved by the votes indicated below. There were no broker non-votes on this proposal.

Votes AgainstVotes AbstainedBroker Non-Votes

Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers

The stockholders approved a resolution, through a non-binding advisory vote, to approve the 2023 compensation of the Company's named executive officers as described in the Company's Proxy Statement as follows:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Compensation of Named Executive Officers

Stockholders voted as follows on the frequency of future advisory votes on executive compensation:

One YearTwo YearsThree YearsVotes AbstainedBroker Non-Votes

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.
Date: March 22, 2024By:/s/ Francis A. Fuselier
  Francis A. Fuselier
  Senior Vice President, General Counsel and Secretary