Shareholders back Bloom Energy (NYSE: BE) charter, pay and auditor votes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bloom Energy Corporation reported the results of its 2026 Annual Meeting of Stockholders, including amendments to its Restated Certificate of Incorporation and director elections. Stockholders approved charter amendments to add officer exculpation as permitted by Delaware law, remove inoperative provisions related to Class B common stock, and make clarifying changes. Four Class II directors – Barbara Burger, Jeffrey Immelt, Jim Snabe, and Eddy Zervigon – were elected to three-year terms. Stockholders also approved, on an advisory basis, 2025 compensation for named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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
Barbara Burger director votes for: 157,877,632 votes
Jeffrey Immelt director votes for: 182,220,071 votes
Say-on-pay votes for: 180,455,738 votes
+4 more
7 metrics
Barbara Burger director votes for
157,877,632 votes
Election as Class II director at 2026 Annual Meeting
Jeffrey Immelt director votes for
182,220,071 votes
Election as Class II director at 2026 Annual Meeting
Say-on-pay votes for
180,455,738 votes
Advisory approval of 2025 named executive officer compensation
Auditor ratification votes for
229,281,657 votes
Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Officer exculpation proposal votes for
170,410,922 votes
Charter amendment to provide for officer exculpation
Class B references removal votes for
229,109,304 votes
Charter amendment to remove outdated Class B common stock references
Broker non-votes on director elections
42,177,465 votes
Reported for each Class II director election
Key Terms
officer exculpation, Restated Certificate of Incorporation, broker non-votes, advisory basis, +1 more
5 terms
officer exculpation regulatory
"to provide for officer exculpation as permitted by Delaware law"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
Restated Certificate of Incorporation regulatory
"amendments to the Company’s Restated Certificate of Incorporation"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
broker non-votes financial
"For | Against | Abstentions | 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.
advisory basis financial
"approve, on an advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
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 21, 2026
___________________________________________
(Exact name of registrant as specified in its charter)
(Commission File Number)
___________________________________________
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||
| Not Applicable | |||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
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. ¨
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 | Cover page interactive data file (embedded within the inline XBRL document) | |||||||
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 thereunto duly authorized.
| BLOOM ENERGY CORPORATION | ||||||||||||||||||||||||||||||||||||||||||||
| Date: | May 27, 2026 | By: | /s/ Shawn Soderberg | |||||||||||||||||||||||||||||||||||||||||
| Shawn Soderberg | ||||||||||||||||||||||||||||||||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||||||||||||||||||||||||||||||||
FAQ
Which directors were elected at Bloom Energy’s 2026 Annual Meeting?
Shareholders elected four Class II directors: Barbara Burger, Jeffrey Immelt, Jim Snabe, and Eddy Zervigon. Each will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, or until a successor is duly elected and qualified.
What was the outcome of Bloom Energy’s officer exculpation proposal?
Shareholders approved an amendment to provide for officer exculpation as permitted by Delaware law. Proposal 4 received 170,410,922 votes for, 16,646,628 against, and 364,009 abstentions, with additional broker non-votes reported.
Did Bloom Energy (BE) remove references to Class B common stock?
Yes. Shareholders approved a charter amendment to remove outdated references to Class B common stock. Proposal 5 received 229,109,304 votes for, 164,213 against, and 325,507 abstentions, with no broker non-votes reported.