Ameresco Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AMRC
Engineering & Construction
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2024
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code: (508 ) 661-2200
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Stockholders on June 4, 2024 (the “2024 Annual Meeting”). At the 2024 Annual Meeting, holders of the Company’s Class A and Class B common stock, voting together as a single class:
•elected David J. Corrsin, George P. Sakellaris and Joseph W. Sutton to serve as the Company’s class II directors until the Company’s 2027 annual meeting of stockholders and until their successors are elected and qualified;
•ratified the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
•approved and amendment to the Company's 2017 employee stock purchase plan ("ESPP") to increase the shares available for issuance under the ESPP to 575,000.
Holders of the Company’s Class A common stock are entitled to one (1) vote per share and holders of the Company’s Class B common stock are entitled to five (5) votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the 2024 Annual Meeting.
The matters acted upon at the 2024 Annual Meeting, and the voting tabulation for each matter, are as follows:
Proposal 1: The election of the following nominees for class II directors for a term of three years:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| David J. Corrsin | 102,542,181 | 12,300,023 | 4,940,979 | |||||||||||||||||
| George P. Sakellaris | 101,759,995 | 13,082,209 | 4,940,979 | |||||||||||||||||
| Joseph W. Sutton | 97,950,179 | 16,892,025 | 4,940,979 | |||||||||||||||||
Proposal 2: Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 118,882,636 | 887,219 | 13,328 | — | |||||||||||||||||
Proposal 3: The approval of an amendment to the Company's 2017 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder to 575,000:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 114,759,788 | 72,645 | 9,771 | 4,940,979 | |||||||||||||||||
SIGNATURE
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.
| AMERESCO, INC. | ||||||||||||||
| June 6, 2024 | By: | /s/ David J. Corrsin | ||||||||||||
| David J. Corrsin | ||||||||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||||||||