ESS Tech (NYSE: GWH) investors approve directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

ESS Tech, Inc. reported the results of its 2026 annual stockholder meeting held online on May 29, 2026. Of 27,922,991 common shares outstanding as of April 6, 2026, 15,682,283 were present or represented by proxy, providing the voting base for all proposals.

Stockholders elected Class II directors Sandeep Nijhawan and Harry Quarls to serve until the 2029 annual meeting. They ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the compensation of named executive officers.

Investors also supported, on an advisory basis, holding future say-on-pay votes every one year. ESS Tech plans to include a say-on-pay proposal in its proxy materials each year until the next required advisory vote on voting frequency.

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: 27,922,991 shares Shares represented: 15,682,283 shares Votes for Nijhawan: 5,354,144 votes +4 more

7 metrics

Shares outstanding 27,922,991 shares Common stock outstanding as of April 6, 2026 record date

Shares represented 15,682,283 shares Shares present or represented by proxy at 2026 annual meeting

Votes for Nijhawan 5,354,144 votes Election of director Sandeep Nijhawan

Votes for Quarls 6,863,675 votes Election of director Harry Quarls

Auditor ratification support 15,155,588 votes for Ratification of KPMG LLP for fiscal year ending December 31, 2026

Say-on-pay support 6,877,414 votes for Advisory approval of named executive officer compensation

One-year frequency support 6,871,222 votes Preference for annual say-on-pay vote frequency

Key Terms

broker non-votes, independent registered public accounting firm, named executive officers, advisory basis, +1 more

5 terms

broker non-votes financial

"The table below sets forth the final voting results for the director nominees"

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.

independent registered public accounting firm financial

"ratified the appointment of KPMG 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.

named executive officers financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

say-on-pay financial

"commonly known as “say-on-pay.”"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Earnings Snapshot

Understanding 8-K Material Events →

0001819438False00018194382026-05-292026-05-290001819438wk:CommonStock0.0001ParValuePerShareMember2026-05-292026-05-290001819438wk:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50Member2026-05-292026-05-29

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 29, 2026

ESS TECH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon						97070
(Address of principal executive offices)						(Zip code)

(855) 423-9920

(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:

☐ 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

Common Stock, $0.0001 par value per share

GWH

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $172.50

GWH.W

The New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

a.On May 29, 2026, ESS Tech, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively online via live webcast. Of the 27,922,991 shares of common stock issued and outstanding as of the close of business on April 6, 2026, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 15,682,283 shares of common stock were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company’s stockholders (i) elected two Class II directors to the Company’s board of directors (the “Board”) to serve until the Company’s 2029 annual meeting of stockholders, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iv) approved, on an advisory basis, every one year as the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, commonly known as “say-on-pay.” The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 15, 2026.

b.The final voting results for each proposal are set forth below.

Proposal 1: Election of Director

At the Annual Meeting, the Company’s stockholders elected two Class II directors to the Board to serve until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The table below sets forth the final voting results for the director nominees:

Nominees						Votes For						Votes Withheld						Broker Non-Votes
Sandeep Nijhawan						5,354,144						1,723,434						8,604,705
Harry Quarls						6,863,675						213,903						8,604,705

Proposal 2: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The table below sets forth the final voting results for this proposal:

Votes For						Votes Against						Abstentions						Broker Non-Votes
15,155,588						495,296						31,399						0

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers

At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The table below sets forth the final voting results for this proposal:

Votes For						Votes Against						Abstentions						Broker Non-Votes
6,877,414						126,602						73,562						8,604,705

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, every one year as the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. Based on the recommendation of the Board in the Proxy Statement and the voting results for Proposal No. 4, the Company will include a say-on-pay proposal in its proxy statement every year until the next required advisory vote on the frequency of a say-on-pay vote. The table below sets forth the final voting results for this proposal:

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
6,871,222						92,412						88,562						25,382						8,604,705

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.

Dated: May 29, 2026

ESS TECH, INC.
By:			/s/ Kate Suhadolnik
Name:			Kate Suhadolnik
Title:			Chief Financial Officer

FAQ

What did ESS Tech (GWH) stockholders vote on at the 2026 annual meeting?

ESS Tech stockholders elected two Class II directors, ratified KPMG LLP as auditor for 2026, approved executive compensation on an advisory basis, and selected an annual frequency for future say-on-pay votes, confirming the company’s existing governance and compensation frameworks.

How many ESS Tech (GWH) shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, 15,682,283 ESS Tech common shares were present or represented by proxy. This turnout came from 27,922,991 shares outstanding as of April 6, 2026, the record date for determining stockholders entitled to vote at the meeting.

Who was elected to the ESS Tech (GWH) board at the 2026 annual meeting?

Stockholders elected Sandeep Nijhawan and Harry Quarls as Class II directors. They will serve until ESS Tech’s 2029 annual meeting and until their successors are duly elected and qualified, continuing board oversight and leadership continuity for the company’s long-term strategy.

Did ESS Tech (GWH) stockholders approve the auditor appointment for 2026?

Yes, stockholders ratified KPMG LLP as ESS Tech’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 15,155,588 votes for, 495,296 against, and 31,399 abstentions, with no broker non-votes recorded on this item.

How did ESS Tech (GWH) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of ESS Tech’s named executive officers. The proposal received 6,877,414 votes for, 126,602 against, and 73,562 abstentions, with 8,604,705 broker non-votes, indicating general support for the company’s pay practices.

What say-on-pay vote frequency did ESS Tech (GWH) investors support?

Investors supported holding say-on-pay votes every one year. The frequency proposal received 6,871,222 votes for one year, 92,412 for two years, 88,562 for three years, and 25,382 abstentions, plus 8,604,705 broker non-votes, guiding ESS Tech’s future advisory vote schedule.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.4 KB