Eos Energy Enterprises, Inc.

8-K · eose-20260603.htm iXBRL

0001805077 2026-06-03 2026-06-03 0001805077 us-gaap:CommonStockMember 2026-06-03 2026-06-03

  

 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 3, 2026
 EOS ENERGY ENTERPRISES, INC.
 (Exact name of registrant as specified in its charter)

 Delaware
 001-39291
 84-4290188

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

 3920 Park Avenue
 Edison , New Jersey 08820
 (Address of principal executive offices, including zip code)
 Registrant’s telephone number, including area code:  ( 732 ) 225-8400
 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:

 ☐
 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 Act:

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered

 Common stock, par value $0.0001 per share
 EOSE
 The Nasdaq Stock Market LLC

 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
 On June 3, 2026, the Company held its Annual Meeting of Stockholders. On April 13, 2026, the record date for the annual meeting, 339,502,822 of the Company’s common stock were issued and outstanding, of which 263,431,701 were present for the purposes of establishing a quorum.

 Proposal 1 – Election of directors
 The Class III Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below.

 For
 Against
 Abstained
 Broker Non-Vote

 Jeff Bornstein
 169,956,787
 5,846,225
 685,693
 86,942,996

 Claude Demby
 134,838,436
 40,920,524
 729,745
 86,942,996

 Nathaniel Fick
 172,365,038
 3,501,807
 621,860
 86,942,996

 Proposal 2 – Ratification of appointment of independent registered public accounting firm
 The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by stockholders with 259,994,802 shares voted in favor, 1,596,992 shares voted against and 1,839,907 shares abstained.
 Proposal 3 – Non-binding advisory vote to approve the compensation of named executive officers
 The compensation of the named executive officers was approved, on an advisory basis, by stockholders, with 131,373,683 shares voted in favor, 43,181,305 shares voted against, 1,933,717 shares abstained, and broker non-votes totaling 86,942,996.
 Proposal 4 - Approval of an amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized common stock

 An amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized common stock was approved by stockholders, with 253,788,578 shares voted in favor, 8,570,879 shares voted against, and 1,072,244 shares abstained.

 Proposal 5 – Approval of an amendment to the Company’s Second Amended and Restated 2020 Incentive Plan
 An amendment to the Company’s Second Amended and Restated 2020 incentive plan was approved by stockholders, with 130,467,068 shares voted in favor, 43,914,568 shares voted against, 2,107,069 shares abstained, and broker non-votes totaling 86,942,996.

 Item 7.01 Regulation FD Disclosure.

 On June 5, 2026, the Company issued a press release announcing the results of its Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 to this Report and is hereby incorporated by reference herein.
 The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 Item 9.01 Financial Statement and Exhibits.
 (d) Exhibits

 Exhibit
 Number
  
 Description of Document

 99.1
  
 Press Release dated June 5, 2026

 104
 Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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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 hereunto duly authorized.

 EOS ENERGY ENTERPRISES, INC.

 Dated: June 5, 2026
 By:
 /s/ Nathan Kroeker

 Name:
 Nathan Kroeker

 Title:
 Interim Chief Financial Officer

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