OPAL Fuels Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$OPAL
Natural Gas Distribution
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 18, 2024
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(Exact name of registrant as specified in its charter)
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2024, OPAL Fuels Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 19, 2024 (the “Record Date”), there were 28,386,505 shares of Class A common stock outstanding, each share being entitled to one vote, 71,500,000 shares of Class B common stock outstanding, each share being entitled to one vote and 72,899,037 shares of Class D common stock outstanding, each share being entitled to five votes (the Class A common stock, Class B common stock and Class D common stock, collectively, the “Common Stock”).
Accordingly, as of the Record Date, there were 28,386,505 Class A common stock votes, 71,500,000 Class B common stock votes, and 364,495,185 Class D common stock votes, respectively, available to be cast, for a total of 464,381,690 votes available to be cast. At the Annual Meeting, the holders of 456,673,072 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 meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2024.
Proposal 1 - Election of seven directors to hold office until the Annual Meeting of Stockholders to be held in 2025 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.
| Nominee | FOR | WITHHELD | Broker Non-Votes | ||||||||
| Mark Comora, Chairman | 445,599,519 | 5,394,698 | 5,678,855 | ||||||||
| Betsy L. Battle | 446,861,078 | 4,133,139 | 5,678,855 | ||||||||
| Scott Dols | 446,897,523 | 4,096,694 | 5,678,855 | ||||||||
| Kevin M. Fogarty | 445,842,820 | 5,151,397 | 5,678,855 | ||||||||
| James Martell | 446,890,100 | 4,104,117 | 5,678,855 | ||||||||
| Nadeem Nisar | 445,602,078 | 5,392,139 | 5,678,855 | ||||||||
| Ashok Vemuri | 446,885,230 | 4,108,987 | 5,678,855 | ||||||||
Proposal 2 - Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| FOR | AGAINST | ABSTENTIONS | Broker Non-Votes | ||||||||
| 456,639,757 | 14,946 | 18,369 | 0 | ||||||||
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
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.
Date: June 18, 2024
| OPAL Fuels Inc. | |||||
By: | /s/ Scott Contino | ||||
Name: | Scott Contino | ||||
Title: | Interim Chief Financial Officer | ||||