BE Bloom Energy Corp - 8-K

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Company's 2026 Annual Meeting of Stockholders (the “Annual Meeting”), on May 21, 2026, the stockholders of Bloom Energy Corporation (the “Company”) approved amendments (the “Charter Amendments”) to the Company’s Restated Certificate of Incorporation, as previously amended on May 31, 2022, and as described in the Company’s definitive proxy statement for the Annual Meeting filed on April 8, 2026 (the “Proxy Statement”) to (a) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law and (b) eliminate certain inoperative provisions, including those related to the Class B common stock, and implement other clarifying and correcting language. The Charter Amendments became effective upon the filing of the Company’s Certificate of Second Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 26, 2026.

The foregoing summary of the Charter Amendments is qualified in its entirety by reference to the complete text of the Certificate of Second Amendment to the Restated Certificate of Incorporation of the Company, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

Proposal 1 - Election of Four Class II Directors

The four individuals listed below were elected at the Annual Meeting to serve on the Board of Directors (the “Board”) for three-year terms expiring at the 2029 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.

Name

For

Withheld

Broker Non-Votes

Barbara Burger

157,877,632

29,543,927

42,177,465

Jeffrey Immelt

182,220,071

5,201,488

42,177,465

Jim Snabe

184,839,723

2,581,836

42,177,465

Eddy Zervigon

143,911,249

43,510,310

42,177,465

Michael J. Boskin, Mary K. Bush, John T. Chambers, Gary Pinkus, KR Sridhar, and Cynthia Warner will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.

Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

Proposal 2 was to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2025, as described in the Proxy Statement. This proposal was approved.

For

Against

Abstentions

Broker Non-Votes

180,455,738

6,518,825

446,996

42,177,465

Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

Proposal 3 was to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved.

For

Against

Abstentions

Broker Non-Votes

229,281,657

121,226

196,141

–––

Proposal 4 - Approval of an Amendment to Our Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law

Proposal 4 was to approve an amendment to the Company’s Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law. This proposal was approved.

For

Against

Abstentions

Broker Non-Votes

170,410,922

16,646,628

364,009

42,177,465

Proposal 5 - Approval of an Amendment to Our Restated Certificate of Incorporation to Remove Outdated References to Class B Common Stock

Proposal 5 was to approve an amendment to the Company’s Restated Certificate of Incorporation to remove outdated references to Class B common stock. This proposal was approved.

For

Against

Abstentions

Broker Non-Votes

229,109,304

164,213

325,507

–––

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Second Amendment to the Restated Certificate of Incorporation of Bloom Energy Corporation

104

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