Energy Recovery (NASDAQ: ERII) holders back board, pay and 2020 plan change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Energy Recovery, Inc. held its 2026 annual meeting of stockholders on June 4, 2026. Stockholders voted on board elections, executive pay, auditor ratification, and an amendment to the 2020 Incentive Plan.
There were 52,001,859 shares outstanding and entitled to vote as of April 6, 2026; 44,372,394 shares, or about 85.3%, were represented, providing a quorum. All five director nominees were elected, each receiving at least 84.5% of votes cast, with broker non-votes of 4,841,120 on each director.
Stockholders approved the non-binding advisory vote on 2025 executive compensation with 32,938,286 votes for (83.3%). They ratified Deloitte & Touche LLP as independent auditor for 2026 with 44,082,317 votes for (99.3%). Amendment No. 1 to the 2020 Incentive Plan was approved with 21,152,072 votes for (53.5%), reflecting relatively closer support. Following the previously disclosed resignation of President and CEO David Moon, the board remains at six seats with one vacancy.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding on record date: 52,001,859 shares
Shares represented at meeting: 44,372,394 shares
Say-on-pay support: 32,938,286 votes (83.3%)
+4 more
7 metrics
Shares outstanding on record date
52,001,859 shares
Common stock outstanding and entitled to vote as of April 6, 2026
Shares represented at meeting
44,372,394 shares
Approximately 85.3% of shares outstanding represented for quorum
Say-on-pay support
32,938,286 votes (83.3%)
Non-binding advisory vote approving 2025 executive compensation
Auditor ratification support
44,082,317 votes (99.3%)
Votes for ratifying Deloitte & Touche LLP as 2026 auditor
Incentive Plan Amendment support
21,152,072 votes (53.5%)
Votes for Amendment No. 1 to 2020 Incentive Plan
Director highest support
37,636,259 votes (95.2%)
Votes for director nominee Alexander J. Buehler
Director lowest support
33,420,812 votes (84.5%)
Votes for director nominee Arve Hanstveit
Key Terms
broker non-votes, non-binding advisory, independent registered public accounting firm, 2020 Incentive Plan, +1 more
5 terms
broker non-votes financial
"Nominee for Director | Votes For (% of Voted) | Votes Withheld (% of Voted) | 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.
non-binding advisory financial
"approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2025"
A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.
independent registered public accounting firm financial
"ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 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.
2020 Incentive Plan financial
"approve Amendment No. 1 to the Energy Recovery, Inc. 2020 Incentive Plan"
quorum financial
"44,372,394 shares of common stock, or approximately 85.3% of the shares outstanding as of the record date, were represented in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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 4, 2026 (June 4, 2026 )
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(510 ) 483-7370
(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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07 Submission of Matters to a Vote of Security Holders.
Energy Recovery, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026, to (i) elect five (5) members of its Board of Directors (the “Board”), (ii) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2025, (iii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and (iv) approve Amendment No. 1 to the Energy Recovery, Inc. 2020 Incentive Plan.
As of April 6, 2026, the record date for the Annual Meeting, there were 52,001,859 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 44,372,394 shares of common stock, or approximately 85.3% of the shares outstanding as of the record date, were represented in person or by proxy, constituting a quorum.
The final results for the proposals voted on at the Annual Meeting are set forth below:
Proposal 1 – Election of Directors
The stockholders elected five (5) Directors of the Board to serve for a one-year term until the Company’s 2027 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote:
| Nominee for Director | Votes For (% of Voted) | Votes Withheld (% of Voted) | Broker Non-Votes | |||||||||||||||||
| Alexander J. Buehler | 37,636,259 (95.2%) | 1,895,105 (4.8%) | 4,841,120 | |||||||||||||||||
| Joan K. Chow | 35,783,686 (90.5%) | 3,747,588 (9.5%) | 4,841,120 | |||||||||||||||||
| Arve Hanstveit | 33,420,812 (84.5%) | 6,110,462 (15.5%) | 4,841,120 | |||||||||||||||||
| Colin R. Sabol | 34,796,608 (88.0%) | 4,734,666 (12.0%) | 4,841,120 | |||||||||||||||||
| Pamela L. Tondreau | 36,252,555 (91.7%) | 3,278,719 (8.3%) | 4,841,120 | |||||||||||||||||
As previously disclosed on a Current Report on Form 8-K filed by the Company on May 28, 2026 prior to the Annual Meeting, Mr. David Moon informed the Board that he had resigned from his role as the President, Chief Executive Officer and as a director of the Board, effective May 26, 2026. Therefore, Mr. Moon did not stand for re-election at the Annual Meeting. As a result, any votes cast regarding the election of Mr. Moon at the Annual Meeting were not counted. The size of the Board remains at 6 members with one current vacancy.
Proposal 2 – Non-Binding Advisory Vote on Executive Compensation.
This proposal was approved. The following table shows the results of the stockholders’ vote:
| Votes For (% of Voted) | Votes Against (% of Voted) | Abstentions (% of Voted) | Broker Non-Votes | |||||||||||||||||
| 32,938,286 (83.3%) | 5,770,350 (14.6%) | 822,638 (2.1%) | 4,841,120 | |||||||||||||||||
Proposal 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
This proposal was approved. The following table shows the results of the stockholders’ vote:
| Votes For (% of Voted) | Votes Against (% of Voted) | Abstentions (% of Voted) | ||||||||||||
| 44,082,317 (99.3%) | 165,057 (0.4%) | 125,020 (0.3%) | ||||||||||||
Proposal 4 – Proposal to approve Amendment No. 1 to the Energy Recovery, Inc 2020 Incentive Plan..
This proposal was approved. The following table shows the results of the stockholders’ vote:
| Votes For (% of Voted) | Votes Against (% of Voted) | Abstentions (% of Voted) | ||||||||||||
| 21,152,072 (53.5%) | 17,748,462 (44.9%) | 630,740 (1.6%) | ||||||||||||
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 hereunto duly authorized.
| Energy Recovery, Inc. | ||||||||||||||
| Date: | June 5, 2026 | By: | /s/ William Yeung | |||||||||||
| William Yeung | ||||||||||||||
| Chief Legal Officer | ||||||||||||||
FAQ
What were the results of the Energy Recovery (ERII) say-on-pay vote for 2025 compensation?
The advisory vote on 2025 executive compensation was approved with 32,938,286 votes for (83.3%), 5,770,350 against (14.6%), and 822,638 abstentions (2.1%), plus 4,841,120 broker non-votes, indicating broad, though not unanimous, support for management’s pay practices.
How close was the vote on Energy Recovery (ERII) Amendment No. 1 to the 2020 Incentive Plan?
Approval of Amendment No. 1 to the 2020 Incentive Plan was relatively close, with 21,152,072 votes for (53.5%), 17,748,462 against (44.9%), and 630,740 abstentions (1.6%), along with broker non-votes, showing more divided views on equity incentives.
Were all Energy Recovery (ERII) director nominees elected at the 2026 annual meeting?
All five nominees were elected to one-year terms. Support ranged from 84.5% of votes cast for Arve Hanstveit to 95.2% for Alexander J. Buehler. Each nominee also had 4,841,120 broker non-votes associated with their election.
What happened to Energy Recovery’s (ERII) CEO position mentioned around the 2026 meeting?
The company notes that David Moon resigned as President, Chief Executive Officer, and director effective May 26, 2026, and did not stand for re-election. The board size remains six members with one current vacancy following his departure.