Ameresco (NYSE: AMRC) investors approve larger stock plan and re-elect directors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ameresco, Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the 2020 Stock Incentive Plan, adding 3,200,000 shares of Class A common stock to the pool available for equity awards to employees and other participants.
Investors also re-elected Claire Hughes Johnson and Frank V. Wisneski as Class I directors until the 2029 annual meeting, ratified RSM US LLP as independent auditor for 2026, and approved on a non-binding advisory basis the compensation of the company’s named executive officers.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan increase: 3,200,000 shares
Votes for Claire Hughes Johnson: 106,664,410 votes
Votes for Frank V. Wisneski: 102,026,571 votes
+4 more
7 metrics
Equity plan increase
3,200,000 shares
Additional Class A shares under 2020 Stock Incentive Plan
Votes for Claire Hughes Johnson
106,664,410 votes
Election as Class I director
Votes for Frank V. Wisneski
102,026,571 votes
Election as Class I director
Auditor ratification support
121,717,970 votes for
RSM US LLP for fiscal year ending Dec. 31, 2026
Equity plan amendment approval
104,902,485 votes for
Proposal to add 3,200,000 Class A shares
Say-on-pay support
110,846,894 votes for
Advisory vote on executive compensation
Broker non-votes on proposals 1,3,4
4,608,628
Non-voting shares on director, plan, and pay proposals
Key Terms
2020 Stock Incentive Plan, Equity Incentive Plan, independent registered public accounting firm, non-binding advisory basis, +1 more
5 terms
2020 Stock Incentive Plan financial
"approved an amendment to the Company's 2020 Stock Incentive Plan to increase the number of shares"
Equity Incentive Plan financial
"Ameresco, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm regulatory
"ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis regulatory
"approved, on a non-binding advisory basis, the compensation of the Company's named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What equity plan change did Ameresco (AMRC) stockholders approve in 2026?
Stockholders approved an amendment to Ameresco’s 2020 Stock Incentive Plan adding 3,200,000 shares of Class A common stock to the shares available for equity awards, expanding the company’s capacity to grant stock-based compensation under the plan.
Which directors were elected at Ameresco’s 2026 annual meeting?
Stockholders elected Claire Hughes Johnson and Frank V. Wisneski as Class I directors to serve until the 2029 annual meeting, with both nominees receiving over 102 million votes for and several million broker non-votes recorded.
Did Ameresco (AMRC) stockholders ratify the company’s independent auditor for 2026?
Yes. Stockholders ratified RSM US LLP as Ameresco’s independent registered public accounting firm for the year ending December 31, 2026, with 121,717,970 votes for, 368,099 against, and 58,548 abstentions, and no broker non-votes reported.
How did Ameresco (AMRC) stockholders vote on executive compensation in 2026?
On an advisory basis, stockholders approved the compensation of Ameresco’s named executive officers, with 110,846,894 votes for, 6,660,508 against, 28,587 abstentions, and 4,608,628 broker non-votes, indicating support for the company’s pay practices.