Fluence Energy (NASDAQ: FLNC) expands share plan and wins broad vote backing

Rhea-AI Filing Summary

Fluence Energy, Inc. reported results of its annual stockholder meeting held on March 12, 2026. Stockholders approved an amendment and restatement of the 2021 Incentive Award Plan, increasing the Class A share pool available for equity awards by 6,700,000 shares and extending the plan term to January 20, 2036.

All twelve director nominees were elected for one-year terms. Stockholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending September 30, 2026, and supported, on an advisory basis, the compensation of named executive officers. On the January 13, 2026 record date, there were 132,276,738 Class A shares and 51,499,195 Class B-1 shares outstanding, representing 389,772,713 total votes.

Insights

Equity compensation and governance analyst

Fluence expanded its equity plan and confirmed broad stockholder support for governance items.

The annual meeting shows strong backing for Fluence Energy’s board and pay practices, with each of the twelve director nominees receiving large majorities of votes cast. Stockholders also supported the non-binding advisory vote on named executive officer compensation.

Approval of the amended 2021 Incentive Award Plan adds 6,700,000 Class A shares for future equity awards and extends the plan to January 20, 2036. This provides a long runway for stock-based compensation, which can align management with shareholders but may incrementally dilute existing holders as awards are granted and vest.

Ratification of Ernst & Young LLP as auditor for the fiscal year ending September 30, 2026 confirms continuity in external auditing. Future proxy materials and equity grant disclosures will show how quickly the new share pool is used and how it affects overall compensation levels and ownership structure.

0001868941FALSE00018689412026-03-122026-03-12

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): March 12, 2026

FLUENCE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40978

87-1304612

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

(Address of principal executive offices) (Zip Code)

(833) 358-3623

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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, $0.00001 par value per share

FLNC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Fluence Energy, Inc. (the “Company”) held on March 12, 2026, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the amendment and restatement of the Company’s 2021 Incentive Award Plan (the “Incentive Plan”), which increased the number of shares of the Company's Class A common stock available for issuance by 6,700,000 shares and extended the term of the Incentive Plan to January 20, 2036.

A more detailed description of the material terms of the Incentive Plan is included in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2026 (the “Proxy Statement”), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement is not a complete summary of the terms of the Incentive Plan and is qualified by reference to the text of the Incentive Plan, which is included as Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the SEC on March 12, 2026 and is incorporated by reference herein.

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

On March 12, 2026, the Company held its Annual Meeting. As of the close of business on January 13, 2026, the record date for the Annual Meeting, there were 132,276,738 shares of the Company’s Class A common stock outstanding, 51,499,195 shares of the Company’s Class B-1 common stock outstanding, and no shares of the Company’s Class B-2 common stock outstanding (collectively “the Common Stock”). Each share of the Company’s Class A common stock is entitled to one vote per share, and each share of the Company’s Class B-1 common stock is entitled to five votes per share. Accordingly, as of the record date, there were a total of 389,772,713 votes available to be cast. At the Annual Meeting, the holders of 351,998,526 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's Proxy Statement.

Proposal 1 — Election of Directors

The Company's stockholders elected the twelve director nominees to serve on the Board for a one year term expiring on the date of our annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified, by the votes indicated below:

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Fahad Al-Darwish			325,332,774			14,327,032			12,338,720
Cynthia Arnold			333,705,264			5,954,542			12,338,720
Herman Bulls			322,653,336			17,006,470			12,338,720
Ricardo Falú			313,211,889			26,447,917			12,338,720
Elizabeth Fessenden			339,026,549			633,257			12,338,720
Ruth Gratzke			319,496,976			20,162,830			12,338,720
Harald von Heynitz			333,038,792			6,621,014			12,338,720
Peter Chi-Shun Luk			325,276,570			14,383,236			12,338,720
Axel Meier			319,528,507			20,131,299			12,338,720
Letitia ("Tish") Mendoza			319,455,346			20,204,460			12,338,720

Julian Nebreda			328,213,945			11,445,861			12,338,720
John Christopher ("Chris") Shelton			325,250,401			14,409,405			12,338,720

Proposal 2 — Ratification of Auditors

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 was approved by the votes indicated below. There were no broker non-votes on this proposal.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
351,450,470			501,261			46,795			—

Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers

The stockholders approved a resolution, through a non-binding advisory vote, to approve the compensation of the Company's named executive officers as described in the Company's Proxy Statement as follows:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
336,697,114			2,871,667			91,025			12,338,720

Proposal 4 - Approval of the Amendment and Restatement of the Company's 2021 Incentive Award Plan

The proposal to approve the amendment and restatement of the Company's 2021 Incentive Award Plan was approved by the Company's stockholders by the votes indicated below.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
337,751,354			1,804,045			104,407			12,338,720

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.

			FLUENCE ENERGY, INC.
Date: March 16, 2026			By:			/s/ Ahmed Pasha
						Ahmed Pasha
						Senior Vice President and Chief Financial Officer

FAQ

What did Fluence Energy (FLNC) stockholders approve about the 2021 Incentive Award Plan?

Stockholders approved amending and restating Fluence Energy’s 2021 Incentive Award Plan, adding 6,700,000 Class A shares for potential equity awards. They also extended the plan’s term to January 20, 2036, giving the company a long horizon to use stock-based compensation.

How many votes were eligible and represented at Fluence Energy’s 2026 annual meeting?

As of the January 13, 2026 record date, Fluence Energy had 389,772,713 total votes available across its Class A and Class B-1 shares. At the annual meeting, holders representing 351,998,526 votes were present in person or by proxy, establishing a valid quorum.

Were Fluence Energy (FLNC) director nominees elected at the 2026 annual meeting?

All twelve Fluence Energy director nominees were elected to one-year terms expiring at the 2027 annual meeting. Each nominee, including Julian Nebreda and other board members, received a substantial majority of votes cast, with additional broker non-votes recorded but not affecting election outcomes.

Which auditor did Fluence Energy stockholders ratify for fiscal 2026?

Fluence Energy stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification received 351,450,470 votes for, 501,261 against, and 46,795 abstentions, with no broker non-votes on this proposal.

How did Fluence Energy (FLNC) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Fluence Energy’s named executive officers. The proposal received 336,697,114 votes for, 2,871,667 against, and 91,025 abstentions, with 12,338,720 broker non-votes, signaling broad support for the company’s executive pay programs.

What were Fluence Energy’s outstanding share counts on the record date for the 2026 meeting?

On the January 13, 2026 record date, Fluence Energy had 132,276,738 shares of Class A common stock and 51,499,195 shares of Class B-1 common stock outstanding. No Class B-2 shares were outstanding, and each share class carried different voting power per share.

Filing Exhibits & Attachments

3 documents

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