Zeo Energy Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On August 5, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Zeo Energy Corp. (the “Company”), of the Company’s 22,824,845 shares of Class A Common Stock and 26,480,000 shares of Class V Common Stock, representing an aggregate of 49,304,845 shares of Common Stock issued and outstanding and eligible to vote as of the record date of June 6, 2025, a quorum of 47,636,516 shares of Common Stock, or approximately 96.7% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement filed with the Securities and Exchange Commission on June 24, 2025. The following actions were taken at the Annual Meeting:
| 1. | The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 annual meeting of stockholders or until his/her earlier resignation or removal. The number of shares that were voted for the election of each director, that were withheld for the election of each director, and the number of broker non-votes for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Timothy Bridgewater | 47,320,003 | 16,702 | 299,811 | |||||||||
| Dr. Abigail M. Allen | 47,329,800 | 6,905 | 299,811 | |||||||||
| James P. Bensen | 47,329,779 | 6,926 | 299,811 | |||||||||
| Neil Bush | 47,329,769 | 6,936 | 299,811 | |||||||||
| Mark M. Jacobs | 47,329,770 | 6,935 | 299,811 | |||||||||
| 2. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval, in accordance with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s Class A Common Stock equal to or in excess of 20% of (i) the number of outstanding shares of Class A Common Stock and Class V Common Stock, or (ii) the outstanding voting power, in connection with transactions other than a public offering. The number of shares that voted for, against, and abstained from voting for this proposal, and the number of broker non-votes, is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 41,798,306 | 5,528,389 | 10,010 | 299,811 | ||||||||
Proposal No. 2 was approved by a majority of the votes cast.
| 3. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | ||||||
| 47,604,351 | 27,624 | 4,541 | ||||||
Proposal No. 3 was approved by a majority of the votes cast.
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| 4. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and the adjournment of the Annual Meeting to the extent there were insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | ||||||
| 47,550,794 | 78,207 | 7,515 | ||||||
Proposal No. 4 was approved by a majority of the votes cast.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| Dated: August 8, 2025 | Zeo Energy Corp. | |
| By: | /s/ Timothy Bridgewater | |
| Name: | Timothy Bridgewater | |
| Title: | Chief Executive Officer | |
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