HA Sustainable Infrastructure Capital, Inc.

8-K · hasi-20260605.htm iXBRL

0001561894 2026-06-05 2026-06-05

 United States
 Securities and Exchange Commission
 WASHINGTON, DC 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 5, 2026 (June 3, 2026)
 HA Sustainable Infrastructure Capital, Inc.
 (Exact Name of Registrant as Specified In Its Charter)

 Delaware
 001-35877
 46-1347456

 (State or other jurisdiction of incorporation)
 (Commission File Number)
 (IRS Employer Identification No.)

 One Park Place , Suite 200
 Annapolis , Maryland 21401
 (Address of principal executive offices)

 ( 410 ) 571-9860
 (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:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-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 Exchange Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, $0.01 par value per share HASI New York Stock Exchange

 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 Securities Holders.

 (a) The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 3, 2026, at which 113,908,030 shares of the Company’s common stock were represented in person or by proxy representing approximately 88.70% of the issued and outstanding shares of the Company’s common stock entitled to vote.

 (b) At the Annual Meeting, the Company’s stockholders (i) elected the ten directors below to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) approved, on a non-binding, advisory basis the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in the Company's 2026 Proxy Statement. The proposals are described in detail in the Company’s 2026 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
 (i) The voting results with respect to the election of each director were as follows:

 Name Votes For Votes Withheld Broker Non-Votes
 Jeffrey W. Eckel 98,930,900  3,532,660  11,444,470 
 Lizabeth A. Ardisana 100,985,445  1,478,115  11,444,470 
 Clarence D. Armbrister 99,150,185  3,313,375  11,444,470 
 Teresa M. Brenner 98,482,365  3,981,195  11,444,470 
 Nancy C. Floyd 101,865,917  597,643  11,444,470 
 Jeffrey A. Lipson 101,539,655  923,905  11,444,470 
 Steven G. Osgood 99,928,148  2,535,412  11,444,470 
 Kimberly A. Reed 99,374,185  3,089,375  11,444,470 
 Laura A. Schulte 101,592,970  870,590  11,444,470 
 Barry E. Welch 101,974,981  488,579  11,444,470 

 (ii) The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows:

 Votes For Votes Against Abstain
 104,644,682  9,092,807  170,541 

 (iii) The voting results with respect to a non-binding advisory vote on executive compensation were as follows:

 Votes For Votes Against Abstain Broker Non-Votes
 93,149,195  9,067,144  247,221  11,444,470 

 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.

 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

 By: /s/ Christy L. Freer-Greene
 Christy L. Freer-Greene
 Senior Managing Director and Chief Legal Officer

 Date: June 5, 2026