[8-K] OPAL Fuels Inc. Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, OPAL Fuels Inc. (Nasdaq: OPAL) convened its 2025 Annual Meeting of Stockholders. Out of 264,830,996 possible votes, 251,104,008 (94.8%) were represented, satisfying quorum requirements.

Proposal 1 – Director Elections: All six nominees were elected to serve until the 2026 meeting. Support ranged from 240.6 million to 242.7 million “FOR” votes, equating to at least 98.1% of votes cast for each candidate. Broker non-votes totaled 5.7 million.

Proposal 2 – Auditor Ratification: BDO USA, P.C. was confirmed as independent auditor for the fiscal year ending December 31, 2025 with 251,061,074 votes “FOR” (99.98%), 5,883 “AGAINST” and 37,051 “ABSTAIN”.

The filing reports no financial results, capital actions or strategic transactions; it strictly discloses shareholder voting outcomes under Item 5.07 of Form 8-K.

Positive

• High shareholder participation of 94.8% demonstrates an engaged investor base.
• Directors re-elected with ≥98% support, reflecting broad confidence in leadership.
• Auditor ratified with 99.98% approval, indicating trust in financial reporting oversight.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine AGM outcomes; no immediate financial impact expected.

The 8-K details standard governance items. Directors were re-elected with overwhelming support and the incumbent auditor was almost unanimously ratified. Such results are typical for controlled structures—Class D shares alone account for 114.5 million votes (five votes per share). There are no revenue, earnings or balance-sheet disclosures, so valuation drivers remain unchanged. From an equity perspective, the filing is neutral, signalling continuity rather than catalyst.

Corporate Governance Expert

TL;DR: Strong shareholder backing indicates stable governance; impact considered neutral.

With 94.8% participation, investors showed high engagement. Each director secured more than 98% support, indicating minimal opposition or activism pressure. The near-unanimous 99.98% vote for BDO underscores confidence in financial oversight. No dissent signals or contested items emerged, suggesting the board maintains strong legitimacy. However, given the super-voting Class D shares, control remains concentrated, limiting minority influence—important context for governance-focused investors.

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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): June 18, 2025

___________________________________

OPAL Fuels Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-40272 (Commission File Number)			98-1578357 (IRS Employer Identification No.)
One North Lexington Avenue, Suite 1450 White Plains, New York						10601
(Address of principal executive offices)						(Zip Code)
Registrant's telephone number, including area code: (914) 705-4000
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
Class A common stock, par value $0.0001 per share			OPAL			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 June 18, 2025, OPAL Fuels Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 23, 2025 (the “Record Date”), there were 28,835,811 shares of Class A common stock outstanding, each share being entitled to one vote, 121,500,000 shares of Class B common stock outstanding, each share being entitled to one vote and 22,899,037 shares of Class D common stock outstanding, each share being entitled to five votes (the Class A common stock, Class B common stock and Class D common stock, collectively, the “Common Stock”).

Accordingly, as of the Record Date, there were 28,835,811 Class A common stock votes, 121,500,000 Class B common stock votes, and 114,495,185 Class D common stock votes, respectively, available to be cast, for a total of 264,830,996 votes available to be cast. At the Annual Meeting, the holders of 251,104,008 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 meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2025.

Proposal 1 - Election of six directors to hold office until the Annual Meeting of Stockholders to be held in 2026 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

Nominee			FOR			WITHHELD			Broker Non-Votes
Mark Comora, Chairman			240,623,916			4,747,541			5,732,551
Betsy L. Battle			242,656,999			2,714,458			5,732,551
Scott Dols			242,740,616			2,630,841			5,732,551
James Martell			242,704,258			2,667,199			5,732,551
Nadeem Nisar			240,779,198			4,592,259			5,732,551
Ashok Vemuri			242,684,141			2,687,316			5,732,551

Proposal 2 - Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

FOR			AGAINST			ABSTENTIONS			Broker Non-Votes
251,061,074			5,883			37,051			0

Item 9.01. Financial Statements and Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.

Date: June 18, 2025

OPAL Fuels Inc.
By:			/s/ Kazi Hasan
Name:			Kazi Hasan
Title:			Chief Financial Officer

FAQ

What was the quorum at OPAL Fuels' 2025 Annual Meeting?

251,104,008 votes (94.8% of total eligible) were represented, satisfying quorum.

Were OPAL Fuels' director nominees elected at the 2025 AGM?

Yes. All six nominees received at least 98.1% of votes cast FOR.

Did shareholders ratify BDO USA as OPAL Fuels' auditor?

Yes. 99.98% of votes supported BDO USA, P.C. for fiscal 2025.

Were there any additional proposals or financial results disclosed?

No. The 8-K only reported voting outcomes; no financial data or other actions were announced.

How many votes do OPAL Fuels' Class D shares carry?

Each Class D share carries five votes, totaling 114,495,185 votes as of the record date.