Current Report Filing (8-k)

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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): May 26, 2023

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39736

98-1588588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(Address of principal executive offices)

(Zip Code)

6650 SW Redwood Lane, Suite 210

Portland, OR 97224

[phone]

(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 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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

SMR

New York Stock Exchange

Warrants to purchase Class A common stock

SMR WS

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. ☐

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Item 5.07    Submission of Matters to a Vote of Security Holders

The results of the votes on the three matters considered at the Annual Meeting of Stockholders on May 26, 2023 are as follows. Each of the proposals received the requisite vote for approval.

1.To elect the following directors:

			FOR			WITHHOLD
Alan L. Boeckmann			178,965,994			3,812,650
Bum-Jin Chung			182,624,102			154,542
Alvin C. Collins, III			178,343,102			4,435,542
Shinji Fujino			182,619,524			159,120
James T. Hackett			182,593,397			185,247
John Hopkins			180,345,725			2,432,919
Kent Kresa			182,585,580			193,064
Christopher J. Panichi			179,069,945			3,708,699
Christopher Sorrells			178,893,228			3,685,416
Kimberly O. Warnica			182,058,528			720,116

2.    To approve the amendment of NuScale Power Corporation’s Certificate of Incorporation to provide for exculpation of officers consistent with that of directors.

			FOR			AGAINST			ABSTAIN
			178,835,723			3,905,605			37,316

3.    To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

			FOR			AGAINST			ABSTAIN
			190,885,818			256,128			70,555

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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.

NuScale Power Corporation

Date: May 31, 2023

By:

/s/ Chris Colbert

Name:

Chris Colbert

Title:

Chief Financial Officer