Nextracker (NXT) investors back director slate, auditor and 2025 executive pay

Rhea-AI Filing Summary

Nextracker Inc. reported the results of its annual stockholder meeting held on August 18, 2025. Stockholders representing 133,241,716 Class A shares, or 90.12% of the voting power as of June 23, 2025, participated in the meeting.

All three management proposals passed. Three Class III directors — Jeffrey Guldner, Monica Karuturi, and Brandi Thomas — were elected, each to serve until the 2028 annual meeting or earlier departure. Deloitte & Touche LLP was ratified as independent auditor for the fiscal year ending March 31, 2026, with 132,712,929 votes in favor.

Stockholders also approved, on an advisory basis, the Company’s fiscal 2025 executive compensation, with 102,259,632 votes for and 24,905,312 against. Broker non-votes were recorded where expected, but did not prevent any proposal from receiving the required support.

false000185213100018521312025-08-182025-08-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 18, 2025

Nextracker Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41617

36-5047383

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 270-2500

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 exchange on which registered

Class A Common Stock, par value $0.0001

NXT

The Nasdaq Stock Market LLC

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.

On August 18, 2025, Nextracker Inc. (the “Company”) held the annual meeting of stockholders (the “Annual Meeting”) via virtual webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 25, 25025 (the “Proxy Statement”). A total of 133,241,716 shares of the Company’s Class A common stock were present or represented by proxy at the Annual Meeting, representing 90.12% of the voting power of the shares of Class A common stock outstanding as of the close of business on June 23, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were each entitled to one vote for each share held as of the close of business on the record date.

The following are the voting results on the three proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.

Proposal 1. Election of Directors

The following nominees were elected to serve as the Class III directors until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director’s earlier death, resignation or removal, based on the following results of voting:

Nominee						For						Withhold						Broker Non-Votes
Jeffrey Guldner						94,618,920						32,664,572						5,958,224
Monica Karuturi						126,318,047						965,445						5,958,224
Brandi Thomas						122,878,553						4,404,939						5,958,224

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm

The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2026 was ratified based on the following results of voting:

Votes For

Votes Against

Abstentions

Broker Non-Votes

132,712,929

157,068

371,719

N/A

Proposal 3. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The results of the advisory vote regarding the Company’s fiscal year 2025 executive compensation as disclosed in the Proxy Statement were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
102,259,632						24,905,312						118,548						5,958,224

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.

Nextracker Inc.
By:			/s/ Bruce Ledesma
			Bruce Ledesma
			Chief Legal & Compliance Officer

Date: August 18, 2025

FAQ

What did Nextracker Inc. (NXT) announce in its latest 8-K filing?

Nextracker Inc. reported voting results from its August 18, 2025 annual stockholder meeting. All three proposals passed, including director elections, auditor ratification, and an advisory approval of 2025 executive compensation, based on high participation from Class A stockholders.

How many Nextracker (NXT) shares were represented at the 2025 annual meeting?

A total of 133,241,716 Class A common shares were present or represented by proxy. This represented 90.12% of the voting power outstanding as of June 23, 2025, the record date used to determine which stockholders could vote at the meeting.

Which directors were elected at Nextracker’s 2025 annual stockholder meeting?

Stockholders elected Jeffrey Guldner, Monica Karuturi, and Brandi Thomas as Class III directors. Each is expected to serve until Nextracker’s 2028 annual meeting of stockholders, or until an earlier death, resignation, or removal, consistent with the company’s governance framework.

Did Nextracker (NXT) stockholders approve the company’s auditor for fiscal 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Nextracker’s independent registered public accounting firm for the fiscal year ending March 31, 2026, with 132,712,929 votes for, 157,068 against, and 371,719 abstentions, and no broker non-votes reported on this proposal.

How did Nextracker stockholders vote on executive compensation for fiscal 2025?

On an advisory basis, stockholders approved Nextracker’s fiscal 2025 executive compensation. The proposal received 102,259,632 votes for, 24,905,312 votes against, and 118,548 abstentions, with 5,958,224 broker non-votes, indicating overall support for the disclosed pay practices.

What voting standard was used for Nextracker (NXT) Class A common stock at the meeting?

Each share of Nextracker’s Class A common stock was entitled to one vote on each proposal. Eligibility to vote was based on shares outstanding at the close of business on June 23, 2025, which served as the record date for the annual meeting.