SES AI Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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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 7, 2024

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

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SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

N/A

(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 (see General Instruction A.2. below):

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Securities registered pursuant to Section 12(b) of the Act

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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).

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  ☐

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Item 5.07         Submission of Matters to a Vote of Security Holders.

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SES AI Corporation (the “Company”) held the 2024 Annual Meeting of Stockholders on June 7, 2024 (the “Annual Meeting”), at which stockholders voted on the following three proposals. For more information on the three proposals submitted to stockholders, see the definitive proxy statement for the Annual Meeting (the “Proxy Statement”). Each holder of the Company’s Class A Common Stock was entitled to one vote per share, and each holder of the Company’s Class B Common Stock was entitled to ten (10) votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.

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Proposal 1 - Election of directors

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The stockholders elected the following two individuals to the Company’s board of directors (the “Board”) to serve as Class II directors until the 2027 Annual Meeting of Stockholders:

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Proposal 2 - Ratification of appointment of Grant Thornton LLP for 2024

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The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

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Proposal 3 - Approval of the compensation of the Company’s named executive officers in a non-binding, advisory vote

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The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers.

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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 thereunto duly authorized.

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