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H2O America (HTO) investors back board slate, executive pay and Deloitte audit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

H2O America reported the results of its annual stockholder meeting. Stockholders elected nine director nominees listed in the 2026 proxy statement, with each receiving over 34 million votes in favor and substantially fewer votes against or abstaining, so all nominees were elected to the Board.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 34,474,021 votes for, 908,548 against, and 96,246 abstentions, alongside 3,289,848 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 38,440,303 votes for, 267,952 against, and 60,408 abstentions.

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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.
Votes for say-on-pay 34,474,021 votes Advisory approval of named executive officer compensation
Votes against say-on-pay 908,548 votes Advisory approval of named executive officer compensation
Broker non-votes on say-on-pay 3,289,848 votes Advisory approval of named executive officer compensation
Votes for auditor ratification 38,440,303 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Votes against auditor ratification 267,952 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Carl Guardino votes for 34,314,990 votes Election of director Carl Guardino
Highest director for-vote 35,280,879 votes Election of director Carol P. Wallace
Broker non-votes on director elections 3,289,848 votes Each of the nine director election proposals
broker non-votes financial
"Broker Non-Votes 34,314,990 | 1,092,889 | 70,936 | 3,289,848"
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.
named executive officers financial
"the compensation of named executive officers as disclosed in the proxy statement"
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.
independent registered public accounting firm financial
"the ratification of the appointment 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.
emerging growth company regulatory
"Emerging growth company The following proposals were approved"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
advisory basis financial
"the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis"
Understanding 8-K Material Events →
0000766829FALSE00007668292026-05-182026-05-18

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 13, 2026
 
 
H2O America
(Exact name of registrant as specified in its charter)
 
 
Delaware001-896677-0066628
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
110 West Taylor Street,San Jose,CA 95110
(Address of principal executive offices) (Zip Code)
(408) 279-7800
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareHTO
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 5.07Submission of Matters to a Vote of Security Holders.
On May 13, 2026, the Company held its 2026 stockholders' meeting. The following proposals were approved by the stockholders at the meeting: (i) the election of the nine nominees listed in the Company's 2026 proxy statement to serve on the Board, (ii) the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis, and (iii) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, each by the votes set forth below:

Proposal 1: Election of Directors
Name of Director    For     Against         Abstain      Broker Non-Votes
Carl Guardino34,314,9901,092,88970,9363,289,848
Mary Ann Hanley34,240,7461,200,87437,1953,289,848
Heather Hunt34,965,025469,38444,4063,289,848
Rebecca A. Klein35,123,504318,13537,1763,289,848
Denise L. Kruger34,670,194769,50039,1213,289,848
Daniel B. More34,998,522412,81467,4793,289,848
Nick O. Rowe34,665,232775,64937,9343,289,848
Carol P. Wallace35,280,879159,55138,3853,289,848
Andrew F. Walters34,807,444604,46866,9033,289,848


Proposal 2: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement:
For AgainstAbstainBroker Non-Votes
34,474,021908,54896,2463,289,848


Proposal 3: Ratification of appointment of Independent Registered Public Accounting Firm:
For AgainstAbstain       Broker Non-Votes
38,440,303267,95260,4080


Item 9:01.
Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description of Documents
104
Cover Page Interactive Data File - the cover page XBRL tabs are embedded within Inline XBRL document



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 thereunto duly authorized.




H2O AMERICA
Dated: May 18, 2026/s/ Marisa Joss
Marisa Joss, Vice President, Corporate & Securities and Corporate Secretary




Source: View Original Filing on SEC EDGAR

FAQ

What did H2O America (HTO) stockholders approve at the 2026 annual meeting?

Stockholders approved all three proposals: election of nine directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2026, based on the detailed vote tallies disclosed.

How did H2O America (HTO) stockholders vote on director elections in 2026?

All nine director nominees were elected. Each nominee received more than 34 million votes in favor, with significantly fewer votes against or abstaining, plus 3,289,848 broker non-votes recorded for each director election.

Was H2O America (HTO) executive compensation approved by stockholders?

Yes. Stockholders approved, on an advisory basis, the compensation of named executive officers with 34,474,021 votes for, 908,548 against, 96,246 abstentions, and 3,289,848 broker non-votes as disclosed in the voting results.

Which accounting firm did H2O America (HTO) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as H2O America’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 38,440,303 votes for, 267,952 against, and 60,408 abstentions, and no broker non-votes.

What were the broker non-votes on H2O America (HTO) proposals at the meeting?

Broker non-votes totaled 3,289,848 for the director elections and for the advisory executive compensation vote. There were no broker non-votes for the auditor ratification proposal, according to the reported voting results.

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