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Energy Vault (NYSE: NRGV) posts 2026 director and auditor vote outcomes

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

Rhea-AI Filing Summary

Energy Vault Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 29, 2026. Stockholders voted on the election of three Class II directors and on ratifying the company’s independent auditor.

All three Class II director nominees were elected. Stephanie Unwin received 96,797,315 votes for and 791,040 votes withheld, Theresa Fariello received 86,706,051 votes for and 10,882,304 votes withheld, and Thomas Ertel received 87,228,442 votes for and 10,359,913 votes withheld. Each director election also had 30,415,781 broker non-votes.

Stockholders also approved the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 127,775,985 votes for, 168,810 votes against, and 59,341 votes abstaining.

Positive

  • None.

Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Stephanie Unwin 96,797,315 votes Election as Class II director, May 29, 2026 meeting
Votes for Theresa Fariello 86,706,051 votes Election as Class II director, May 29, 2026 meeting
Votes for Thomas Ertel 87,228,442 votes Election as Class II director, May 29, 2026 meeting
Broker non-votes on director elections 30,415,781 shares Each Class II director proposal, May 29, 2026 meeting
Votes for auditor ratification 127,775,985 votes Ratification of BDO USA, P.C. for fiscal year 2026
Votes against auditor ratification 168,810 votes Ratification of BDO USA, P.C. for fiscal year 2026
Abstentions on auditor ratification 59,341 votes Ratification of BDO USA, P.C. for fiscal year 2026
Annual Meeting of Stockholders regulatory
"On May 29, 2026, Energy Vault Holdings, Inc. held its Annual Meeting of Stockholders."
broker non-votes regulatory
"Stephanie Unwin | 96,797,315 | 791,040 | 30,415,781 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.
independent registered public accounting firm financial
"Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal 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.
Emerging growth company regulatory
"Emerging growth company"
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.
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Understanding 8-K Material Events →
0001828536FALSE00018285362026-05-292026-05-29

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
Energy Vault Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware    001-39982    85-3230987
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
4165 East Thousand Oaks Blvd., Suite 100
Westlake Village, California
    91362
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (805) 852-0000
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 (see General Instruction A.2. below):
☐    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    Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareNRGVNew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
On May 29, 2026, Energy Vault Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the final results of those votes, as informed by the independent inspector of election of the Annual Meeting of Stockholders, were as follows:
Proposal 1 - Election of Class II Directors
Votes ForVotes WithheldBroker Non-Votes
Stephanie Unwin96,797,315 791,040 30,415,781 
Theresa Fariello86,706,051 10,882,304 30,415,781 
Thomas Ertel87,228,442 10,359,913 30,415,781 
Proposal 2 - Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026
Votes ForVotes AgainstVotes AbstainingBroker Non-Votes
127,775,985 168,810 59,341 — 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.		    Description
104
Cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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 VAULT HOLDINGS, INC.
 
Date: June 1, 2026
By:/s/ Amy Blakeway
 Name: Amy Blakeway
 General Counsel and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Energy Vault Holdings, Inc. (NRGV) disclose in this Form 8-K?

Energy Vault Holdings, Inc. disclosed the voting results from its May 29, 2026 Annual Meeting of Stockholders. The filing reports outcomes for the election of three Class II directors and the ratification of BDO USA, P.C. as independent registered public accounting firm.

Were the Energy Vault (NRGV) Class II director nominees elected at the 2026 annual meeting?

Yes, all three Class II director nominees were elected. Stephanie Unwin, Theresa Fariello, and Thomas Ertel each received more votes for than withheld, with additional broker non-votes reported for each director election in the Form 8-K.

How many votes did Energy Vault (NRGV) director nominee Stephanie Unwin receive?

Stephanie Unwin received 96,797,315 votes for and 791,040 votes withheld, with 30,415,781 broker non-votes. These results indicate stockholder support sufficient for her election as a Class II director at the May 29, 2026 Annual Meeting.

What were the voting results for Energy Vault’s (NRGV) auditor ratification proposal?

Stockholders ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 127,775,985 votes for, 168,810 votes against, and 59,341 votes abstaining, with no broker non-votes reported.

Which independent auditor did Energy Vault Holdings (NRGV) have ratified for fiscal 2026?

Stockholders ratified BDO USA, P.C. as Energy Vault Holdings, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification garnered strong support, as reflected in the votes for, against, and abstaining in the filing.

What are broker non-votes in the Energy Vault (NRGV) director elections?

Broker non-votes are shares held by brokers that were not voted on a non-routine proposal, such as director elections. For each Class II director election, Energy Vault reported 30,415,781 broker non-votes in the Annual Meeting voting results.

Filing Exhibits & Attachments

4 documents

Other Documents