Eos Energy (NASDAQ: EOSE) wins approval to boost shares for Frontier Power USA
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Eos Energy Enterprises reported that stockholders approved all five proposals at the 2026 annual meeting, with about 77.6% of outstanding shares represented. Directors Jeff Bornstein, Claude Demby, and Nathaniel Fick were re‑elected, and Deloitte & Touche LLP was ratified as auditor.
Investors also backed executive compensation, an amendment to the long‑term incentive plan, and a key amendment increasing authorized common shares from 600,000,000 to 800,000,000. The company explains this larger share pool is intended to support strategic and financing initiatives, including a rights offering tied to its planned Frontier Power USA investment, under a proposed $100 million joint venture with an affiliate of Cerberus.
Positive
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Negative
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Insights
Eos gained shareholder backing to expand share capacity and pursue its Frontier Power USA strategy.
Eos Energy Enterprises secured approval to raise authorized common shares from 600,000,000 to 800,000,000. This does not immediately issue stock but expands capacity for future equity financing, including a potential rights offering connected to its planned Frontier Power USA investment.
The company highlights a binding term sheet for Proposed Transactions with a Cerberus affiliate involving a $100 million joint venture investment, yet notes completion depends on multiple conditions such as the rights offering and regulatory and third‑party approvals. These conditions mean timing and final structure remain open.
Strong support levels for the share increase and incentive plan, including 96.7% of participating shares in favor of the authorization proposal, suggest investors are aligned with management’s current strategic direction. Actual dilution and capital raised will depend on how much of the new authorization is ultimately used in offerings and employee incentives.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding on record date: 339,502,822 shares
Shares represented at meeting: 263,431,701 shares
Authorized common shares before increase: 600,000,000 shares
+5 more
8 metrics
Shares outstanding on record date
339,502,822 shares
Common stock issued and outstanding as of April 13, 2026
Shares represented at meeting
263,431,701 shares
Approximately 77.6% of outstanding shares present for quorum
Authorized common shares before increase
600,000,000 shares
Prior authorized common stock
Authorized common shares after increase
800,000,000 shares
New authorized common stock approved by stockholders
Cerberus JV investment
$100 million
Planned investment in joint venture under Proposed Transactions
Vote for Jeff Bornstein
169,956,787 for
Director election votes for Class III director
Auditor ratification support
259,994,802 for
Votes in favor of Deloitte & Touche LLP for 2026 fiscal year
Say-on-pay support
131,373,683 for
Shares voting in favor of executive compensation advisory proposal
Key Terms
rights offering, authorized shares of common stock, long-term incentive plan, joint venture, +2 more
6 terms
rights offering financial
"including a rights offering to facilitate its planned investment in Frontier Power USA"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
long-term incentive plan financial
"approval of the amendment to the Company’s long-term incentive plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
joint venture financial
"the formation of a joint venture between us and CCM Frontier JV Holdco, LLC"
A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.
independent registered public accounting firm financial
"ratification of the selection of Deloitte & Touche 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.
forward-looking statements regulatory
"the matters set forth in this press release are forward-looking statements within the meaning of the "safe harbor" provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): June 3, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (732 ) 225-8400
N/A
(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:
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 | ||||||||||||
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. ☐
1
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 3, 2026, the Company held its Annual Meeting of Stockholders. On April 13, 2026, the record date for the annual meeting, 339,502,822 of the Company’s common stock were issued and outstanding, of which 263,431,701 were present for the purposes of establishing a quorum.
Proposal 1 – Election of directors
The Class III Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below.
For | Against | Abstained | Broker Non-Vote | ||||||||||||||
Jeff Bornstein | 169,956,787 | 5,846,225 | 685,693 | 86,942,996 | |||||||||||||
Claude Demby | 134,838,436 | 40,920,524 | 729,745 | 86,942,996 | |||||||||||||
Nathaniel Fick | 172,365,038 | 3,501,807 | 621,860 | 86,942,996 | |||||||||||||
Proposal 2 – Ratification of appointment of independent registered public accounting firm
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by stockholders with 259,994,802 shares voted in favor, 1,596,992 shares voted against and 1,839,907 shares abstained.
Proposal 3 – Non-binding advisory vote to approve the compensation of named executive officers
The compensation of the named executive officers was approved, on an advisory basis, by stockholders, with 131,373,683 shares voted in favor, 43,181,305 shares voted against, 1,933,717 shares abstained, and broker non-votes totaling 86,942,996.
Proposal 4 - Approval of an amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized common stock
An amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized common stock was approved by stockholders, with 253,788,578 shares voted in favor, 8,570,879 shares voted against, and 1,072,244 shares abstained.
Proposal 5 – Approval of an amendment to the Company’s Second Amended and Restated 2020 Incentive Plan
An amendment to the Company’s Second Amended and Restated 2020 incentive plan was approved by stockholders, with 130,467,068 shares voted in favor, 43,914,568 shares voted against, 2,107,069 shares abstained, and broker non-votes totaling 86,942,996.
Item 7.01 Regulation FD Disclosure.
On June 5, 2026, the Company issued a press release announcing the results of its Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 to this Report and is hereby incorporated by reference herein.
The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit Number | Description of Document | |||||||
99.1 | Press Release dated June 5, 2026 | |||||||
104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL | |||||||
2
SIGNATURE
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.
EOS ENERGY ENTERPRISES, INC. | |||||||||||
Dated: June 5, 2026 | By: | /s/ Nathan Kroeker | |||||||||
Name: | Nathan Kroeker | ||||||||||
Title: | Interim Chief Financial Officer | ||||||||||
3
Eos Energy Stockholders Approve All Proposals at 2026 Annual Meeting Increased share authorization provides the capital structure flexibility to fund the planned Frontier Power USA Investment EDISON, N.J.— June 5, 2026 — Eos Energy Enterprises, Inc. (NASDAQ: EOSE), America’s leading innovator in designing, manufacturing, and providing zinc-based long duration energy storage (LDES) systems sourced and manufactured in the United States, today announced that stockholders approved all five proposals presented at the Company’s 2026 Annual Stockholders’ Meeting held on June 3, 2026. Stockholders representing approximately 77.6% of the Company’s outstanding shares (or 263,431,701 shares) participated and demonstrated strong support for the Company’s proposals, including the election of Jeff Bornstein, Claude Demby, and Nathaniel Fick for three-year terms on the Board of Directors, ratification of the appointment of Eos’ independent registered public accounting firm, approval of the advisory “Say on Pay” management proposal, approval of the increase in the authorized shares of common stock of the Company, and approval of the amendment to the Company’s long-term incentive plan. The Company thanks its stockholders for their participation and continued support. Stockholders approved an increase in the authorized shares of common stock from 600,000,000 to 800,000,000. The increase does not result in the immediate issuance of any shares. It provides the Company with the flexibility to support previously disclosed strategic and financing initiatives, including a rights offering to facilitate its planned investment in Frontier Power USA, while also allowing existing shareholders to participate. The Company expects to provide additional details regarding the structure, timing and terms of any offering at a later date. Approval of this proposal required the affirmative vote of 66.67% of all outstanding shares, a higher threshold than the other proposals. Frontier Power USA is designed to combine Eos’ vertically integrated technology deployment with a financing platform, creating a more streamlined path to market for long-duration energy storage projects. Through a single platform, customers can access the technology, financing, insurance, guarantees, and operating expertise required to execute projects successfully. This integrated approach is designed to improve project execution, enhance project bankability, and accelerate project deployment. “Eos is at a pivotal stage in its growth, and the support from our stockholders at our 2026 annual meeting positions us to continue pursuing strategic opportunities, including our planned investment in Frontier Power USA,” said Joe Nigro, Chairman of Eos. “On behalf of the Board and management team, I would like to thank our stockholders for their continued support and participation. We remain focused on executing our strategy, expanding the deployment of Eos technology and creating long-term value for our stockholders.” “The support we received positions us to advance Frontier Power USA and bring a fully integrated platform combining technology, financing, and execution capabilities to the long-duration storage market,” said Joe Mastrangelo, Chief Executive Officer of Eos. “The increase in authorized shares provides Eos with strategic flexibility to pursue growth opportunities and enables us to move with discipline as we scale the business, invest in our capabilities, and create long-term value for our stockholders.”
2 The voting results for the proposals were as follows: 1. Stockholders elected each of the following board nominees for a three-year term: a. Jeff Bornstein received 96.7% of participating shares voted in favor b. Claude Demby received 76.7% of participating shares voted in favor c. Nathaniel Fick received 98.0% of participating shares voted in favor 2. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 with 99.4% of participating shares voted in favor of the proposal 3. Stockholders approved, on an advisory basis, Eos’ executive compensation (“Say on Pay”) with 75.3% of participating shares voted in favor of the proposal 4. Stockholders approved an increase in the authorized shares of common stock of the Company from 600,000,000 to 800,000,000 with 74.8% of all outstanding shares of capital stock entitled to vote in favor of the proposal. Of those participating shares voted, 96.7% were voted in favor of this proposal 5. Stockholders voted to approve an amendment to the Company’s long-term incentive plan with 74.8% of participating shares voted in favor of the proposal The official voting results for each item voted on by stockholders will be disclosed in a report to be filed with the Securities and Exchange Commission. About Eos Energy Enterprises Eos is accelerating the shift to American energy independence with positively ingenious solutions that transform how the world stores power. The Company’s BESS features the innovative Znyth™ technology, a proven chemistry with readily available non-precious earth components, that is the pre-eminent safe, non- flammable, secure, stable, and scalable alternative to conventional technology. The Company’s BESS is ideal for utility-scale, microgrid, commercial, and industrial long-duration energy storage applications (i.e., 4 to 16+ hours), and provides customers with significant operational flexibility to effectively address current and future increased grid demand and complexity. For more information about Eos (NASDAQ: EOSE), visit www.eose.com Contacts Eos Investor Relations: ir@eose.com Eos Media: media@eose.com Forward-Looking Statements Except for the historical information contained herein, the matters set forth in this press release are forward- looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expected revenue, for the fiscal year ended December 31, 2026, our path to profitability and strategic outlook, statements regarding orders backlog and opportunity pipeline, statements regarding the joint venture, the transactions related thereto, and any anticipated benefits of the joint venture, statements regarding our expectation that we can continue to increase product volume on our state-of-the-art manufacturing line, statements regarding our future expansion and its impact on our ability to scale up operations and increase margins, statements regarding the expected impact of DawnOS™ on efficiency operating costs, and grid-coordination, statements regarding the launch of Indensity™ and our expectations for the architecture and its expected energy density, statements regarding our expectation that we can continue to strengthen our overall supply chain, statements that refer to outlook, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
3 Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes adversely affecting the business in which we are engaged; our ability to forecast trends accurately; our ability to generate cash, service indebtedness and incur additional indebtedness; our ability to raise financing in the future; our ability to obtain stockholder approval of an increase to our authorized common stock; our ability to complete a rights offering to raise funds for purposes of capitalizing Frontier Power USA; risks associated with the joint venture, including the risk that the joint venture will not be completed on the anticipated timeline or terms, or at all; risks associated with the credit agreement with Cerberus, including risks of default, and dilution of outstanding common stock; our customers’ ability to secure project financing; the amount of final tax credits available to our customers or to Eos pursuant to the Inflation Reduction Act, including potential impacts from any repeal or modifications of the legislation; the timing and availability of future funding under the Department of Energy Loan Facility; our ability to continue to develop efficient manufacturing processes to scale and to forecast related costs and efficiencies accurately; fluctuations in our revenue and operating results; competition from existing or new competitors; our ability to convert firm order backlog and pipeline to revenue; risks associated with security breaches in our information technology systems; risks related to legal proceedings or claims; risks associated with evolving energy policies in the United States and other countries and the potential costs of regulatory compliance; risks associated with changes to the U.S. trade environment; our ability to maintain the listing of our shares of common stock on NASDAQ; our ability to grow our business and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; risks related to adverse changes in general economic conditions, including inflationary pressures and increased interest rates; risk from supply chain disruptions and other impacts of geopolitical conflict; changes in applicable laws or regulations; the possibility that Eos may be adversely affected by other economic, business, and/or competitive factors; other factors beyond our control; and other risks and uncertainties indicated. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in the Company’s most recent filings with the Securities and Exchange Commission (the “SEC”), including the Company’s most recent Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Should one or more of these risks or uncertainties materialize or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. This press release includes information about a proposed series of transactions, including the formation of a joint venture between us and CCM Frontier JV Holdco, LLC, an affiliate of Cerberus Capital Management ("Cerberus"), an investment by Cerberus of $100 million in the joint venture, a rights offering by us to fund our investment in the joint venture, and certain commercial arrangements to be entered into between us and Frontier Power USA Parent, LLC (collectively, the "Proposed Transactions"). We and Cerberus have entered into a binding term sheet with respect to the Proposed Transactions. However, the completion of
4 the Proposed Transactions remains subject to a number of conditions and uncertainties, including the receipt of our shareholder approval to increase the authorized shares of our common stock, completion of the proposed rights offering, the receipt of required third party-approvals, including the approval of the Department of Energy, the negotiations and entry into definitive agreements for the Proposed Transactions and the negotiation of certain terms of the Proposed Transactions. While we currently intend to take the actions within our control to complete the Proposed Transactions on the contemplated terms and timeline, there can be no assurances that the Proposed Transactions will be completed on the contemplated terms or timeline or that the Proposed Transactions will be completed at all. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, including any securities in a rights offering or to subscribe for any securities in a rights offering. There shall be no offer to sell or the solicitation of an offer to buy or any sale of subscription rights, common stock, warrants or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any rights offering will be made pursuant to our effective shelf registration statement, including a base prospectus, under the Securities Act of 1933, as amended, and a prospectus supplement to be filed with the SEC. Any rights offering is subject to board declaration of a distribution, shareholder approval of the increase in our authorized shares and certain other consents under our existing debt agreements.
FAQ
What did Eos Energy Enterprises (EOSE) stockholders approve at the 2026 annual meeting?
Stockholders approved all five proposals, including re‑electing three directors, ratifying Deloitte & Touche LLP, an advisory say‑on‑pay vote, increasing authorized common shares to 800,000,000, and amending the long‑term incentive plan. About 77.6% of outstanding shares, or 263,431,701 shares, were represented.
What is Frontier Power USA in Eos Energy Enterprises’ (EOSE) strategy?
Frontier Power USA is described as a platform combining Eos technology with financing, insurance, guarantees, and operating expertise. It is intended to streamline long‑duration energy storage project deployment, improve project execution and bankability, and help accelerate adoption of Eos’ zinc‑based storage systems across various applications.
How is Eos Energy Enterprises (EOSE) planning to fund its investment in Frontier Power USA?
The company references Proposed Transactions including a rights offering to fund its investment in a joint venture with a Cerberus affiliate, which plans a $100 million investment in the joint venture. Completion of these transactions remains subject to conditions, including consents and definitive agreements.
Did Eos Energy Enterprises (EOSE) stockholders approve executive compensation in 2026?
Yes. Stockholders approved Eos’ executive compensation on an advisory basis, with 131,373,683 shares in favor, 43,181,305 against, 1,933,717 abstentions, and 86,942,996 broker non‑votes. This say‑on‑pay support equates to 75.3% of participating shares voting in favor of the compensation package.