Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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, 2023

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STEM, INC.

(Exact name of registrant as specified in its charter)

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Delaware

001-39455

85-1972187

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

100 California St., 14th Floor, San Francisco, California 94111

(Address of principal executive offices including zip code)

1-877-374-7836

Registrant’s telephone number, including area code

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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))

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☐			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

STEM

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.

Stem, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on June 7, 2023 (the “2023 Annual Meeting”), at which the Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the SEC on April 21, 2023:

Proposal 1:    to elect three Class II directors;

Proposal 2:    to amend and restate our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the declassification of our Board of Directors over a five-year period, and to make corresponding updates to director removal provisions;

Proposal 3:    to amend and restate our Certificate of Incorporation to eliminate supermajority voting requirements to amend our Certificate of Incorporation and our Bylaws;

Proposal 4:    to amend and restate our Certificate of Incorporation to provide exculpation from liability for certain officers of the Company in accordance with recent amendments to Delaware law;

Proposal 5:    to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

Proposal 6:    to approve, on an advisory basis, the compensation of our named executive officers.

At the 2023 Annual Meeting, a total of 97,046,936 shares of the Company’s common stock entitled to vote, or approximately 62% of the total shares entitled to vote, were present or represented by proxy.

Proposal 1 – Election of Directors. The following Class II director nominees were elected for a three-year term,

or until their respective successors are duly elected and qualified:

Name						Votes For						Votes Withheld						Broker Non-Votes
Adam E. Daley						59,179,725						3,354,997						34,512,214
Anil Tammineedi						58,445,467						4,089,255						34,512,214
Lisa L. Troe						58,738,115						3,796,607						34,512,214

Proposal 2 – Amendment and Restatement of our Certificate of Incorporation to Declassify our Board of Directors over a Five-year Period. Proposal 2 did not receive the required affirmative vote of at least 66 ⅔% of the Company’s outstanding shares of common stock entitled to vote.

Votes For						Votes Against						Abstentions						Broker Non-Votes
61,900,202						417,858						216,662						34,512,214

Proposal 3 – Amendment and Restatement of our Certificate of Incorporation to Eliminate Supermajority Voting Requirements to Amend our Certificate of Incorporation and Bylaws. Proposal 3 did not receive the required affirmative vote of at least 66 ⅔% of the Company’s outstanding shares of common stock entitled to vote.

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Votes For						Votes Against						Abstentions						Broker Non-Votes
61,339,559						886,885						308,278						34,512,214

Proposal 4 – Amendment and Restatement of our Certificate of Incorporation to Limit the Liability of Certain Officers of the Company, in accordance with Recent Amendments to Delaware Law. Proposal 4 did not receive the required affirmative vote of at least 66 ⅔% of the Company’s outstanding shares of common stock entitled to vote.

Votes For						Votes Against						Abstentions						Broker Non-Votes
52,647,678						9,609,548						277,496						34,512,214

Proposal 5 – Ratification of Independent Auditor for 2023. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023, by the following votes:

Votes For						Votes Against						Abstentions						Broker Non-Votes
96,553,592						366,142						127,202						0

Proposal 6 – Advisory Vote on Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes:

Votes For						Votes Against						Abstentions						Broker Non-Votes
46,437,195						15,778,304						319,223						34,512,214

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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.

			STEM, INC.
Date: June 7, 2023			By:			/s/ Saul R. Laureles
						Name:			Saul R. Laureles
						Title:			Chief Legal Officer and Corporate Secretary

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