Did Consolidated Water (CWCO) shareholders approve increasing authorized share capital?

Yes, the increase in authorized share capital was approved with 9,510,806 votes for, 491,349 against, and 131,482 abstentions, along with 2,980,402 broker non-votes. A related Special Resolution amending the Memorandum of Association to implement this increase was also approved.

What changes did Consolidated Water (CWCO) make regarding share repurchases and treasury shares?

Shareholders approved Special Resolution amendments to the Articles of Association related to share repurchases and treasury shares, with 9,979,521 votes for, 121,835 against, and 32,281 abstentions. These changes clarify the company’s authority to repurchase shares and hold them as treasury shares.

Consolidated Water (NASDAQ: CWCO) shareholders back charter changes and plans

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Consolidated Water Co. Ltd. reported results of its annual shareholder meeting held on June 1, 2026, including major changes to its corporate charter. Shareholders approved doubling authorized share capital from CI$12.5 million to CI$25 million, increasing ordinary shares from 24,800,000 to 49,800,000.

They also approved amendments allowing the company to purchase its own shares and hold repurchased shares as treasury shares, and adopted updated Memorandum and Articles of Association. Shareholders approved the 2027 Employee Stock Incentive Plan, executive compensation on an advisory basis, elected all director nominees, and ratified CBIZ CPAs P.C. as auditor for the 2026 fiscal year.

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

Previous authorized share capital: CI$12.5 million New authorized share capital: CI$25 million Ordinary shares authorized before: 24,800,000 shares +5 more

8 metrics

Previous authorized share capital CI$12.5 million Divided into 24,800,000 ordinary and 200,000 redeemable preference shares before amendment

New authorized share capital CI$25 million Divided into 49,800,000 ordinary and 200,000 redeemable preference shares after amendment

Ordinary shares authorized before 24,800,000 shares Ordinary Shares of par value CI$0.50 each before increase

Ordinary shares authorized after 49,800,000 shares Ordinary Shares of par value CI$0.50 each after increase

2027 stock plan approval votes for 7,519,403 votes Votes in favor of the 2027 Employee Stock Incentive Plan

Share capital increase approval votes for 9,510,806 votes Votes in favor of increasing authorized share capital

Articles amendments approval votes for 9,979,521 votes Votes in favor of share repurchase and treasury share amendments

Auditor ratification votes for 12,881,885 votes Votes in favor of CBIZ CPAs P.C. as auditor for 2026 fiscal year

Key Terms

authorized share capital, Redeemable Preference Shares, treasury shares, broker non-votes, +2 more

6 terms

Redeemable Preference Shares financial

"200,000 Redeemable Preference Shares of par value CI$0.50 each"

Redeemable preference shares are a class of stock that gives holders a fixed-priority claim on dividends and capital return, while allowing the issuing company to buy back (redeem) those shares at a predetermined time or under set conditions. For investors they act like a hybrid between a bond and stock: you get steadier income and priority if the company pays out or winds down, but the company’s right to redeem can end your dividend stream and change your ownership or liquidity.

treasury shares financial

"the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares)"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

broker non-votes financial

"There were 2,980,402 broker non-votes in the election of directors."

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.

non-binding advisory vote financial

"The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Special Resolution regulatory

"The proposal to approve, by Special Resolution, an amendment to the Company’s Amended and Restated Memorandum of Association"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/05/2026 - 04:41 PM Accepted by SEC EDGAR 06/05/2026 - 04:40 PM

FAQ

What charter changes did Consolidated Water (CWCO) shareholders approve?

Shareholders approved increasing authorized share capital to CI$25 million and raising ordinary shares to 49,800,000. They also approved amendments allowing share repurchases, treatment of repurchased shares as treasury shares, and adoption of updated Memorandum and Articles of Association incorporating these changes.

How did Consolidated Water (CWCO) vote on the 2027 Employee Stock Incentive Plan?

The 2027 Employee Stock Incentive Plan was approved with 7,519,403 votes for, 2,438,960 against, and 175,274 abstentions. There were 2,980,402 broker non-votes, indicating overall support among voting shareholders for continuing equity-based employee compensation.

Were Consolidated Water (CWCO) director nominees elected at the 2026 annual meeting?

All nominated directors were elected, with each receiving more votes for than withheld. For example, Kimberly Adamson received 10,035,978 votes for and 97,659 withheld, and other nominees showed similar support, plus 2,980,402 broker non-votes in the director elections.

How did Consolidated Water (CWCO) shareholders vote on executive compensation in 2026?

The non-binding advisory vote on executive compensation passed with 9,204,562 votes for, 851,799 against, and 77,276 abstentions, plus 2,980,402 broker non-votes. This indicates shareholder approval of the named executive officers’ compensation disclosed in the proxy statement.

Who is Consolidated Water’s (CWCO) auditor for the fiscal year ending December 31, 2026?

Shareholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 12,881,885 for, 158,301 against, and 78,853 abstaining, with remuneration to be determined by the Board’s Audit Committee.

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

June 1, 2026

(Date of earliest event reported)

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)


Cayman Islands, B.W.I.	0-25248	98-0619652
(State or Other Jurisdiction of	(Commission File No.)	(IRS Employer Identification No.)
Incorporation)

Regatta Office Park

Windward Three, 4^th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

(345) 945-4277

(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 (see General Instructions A.2. below):


☐	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))

☐	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
Class A common stock, $0.60 par value	CWCO	The Nasdaq Global Select Market

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.

On June 1, 2026, at the Annual General Meeting of Shareholders (the “Annual General Meeting”) of Consolidated Water Co. Ltd. (the “Company”), the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Memorandum of Association to increase the Company’s authorized share capital from (a) CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to (a) CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each, (ii) amendments to the Company’s Amended and Restated Articles of Association relating to the Company’s authority to purchase its own shares, the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares), and the addition of related definitions, and (iii) the adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the foregoing amendments.

The amendments were previously described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”) under the headings “Proposal 3 – Approval of an Increase in the Authorized Share Capital of the Company,” “Proposal 4 – Approval of an Amendment to the Company’s Memorandum of Association to Implement the Increase in Authorized Share Capital,” “Proposal 5 – Approval of Amendments to the Company’s Amended and Restated Articles of Association Relating to Share Repurchases and Treasury Shares,” and “Proposal 6 – Approval of the Adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association.” The descriptions of the amendments contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association will become effective upon filing with the Registrar of Companies of the Cayman Islands. The Company will file a subsequent Current Report on Form 8-K within four business days of the filing and effectiveness thereof.

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

On June 1, 2026, the Company held its Annual General Meeting, at which the following items were voted upon:

(1)

Election of Directors:

The following nominees were elected as directors to serve until the 2027 Annual General Meeting of Shareholders by votes as follows:


Nominee	For	Withhold
Kimberly Adamson	10,035,978	97,659
Linda Beidler-D’Aguilar	9,174,617	959,020
Carson K. Ebanks	9,178,367	955,270
Clarence B. Flowers, Jr.	9,194,744	938,893
Maria Elena Giner	10,030,920	102,717
Gerónimo Gutiérrez Fernández	10,024,505	109,132
Frederick W. McTaggart	9,952,911	180,726
Leonard J. Sokolow	6,860,755	3,272,882
Raymond Whittaker	9,174,079	959,558

There were 2,980,402 broker non-votes in the election of directors.


	(2)	Approval of the Company’s 2027 Employee Stock Incentive Plan:

The proposal to approve the Company’s 2027 Employee Stock Incentive Plan was approved, and the votes were as follows:


For	Against	Abstain
7,519,403	2,438,960	175,274