Solaris Energy (SEI) reveals 2026 director elections, auditor and say-on-pay votes

Rhea-AI Filing Summary

Solaris Energy Infrastructure, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Three Class III directors — Edgar R. Giesinger, A. James Teague, and William A. Zartler — were elected, each receiving over 41 million votes in favor.

Stockholders cast 57,073,660 votes for ratifying BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 243,710 against and 72,086 abstentions. An advisory, non-binding vote on executive compensation received 45,600,578 votes for, 7,195,531 against, 291,647 abstentions, and 4,301,700 broker non-votes.

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

Votes for Giesinger: 41,867,644 votes Votes for Teague: 51,326,586 votes Votes for Zartler: 51,262,761 votes +4 more

7 metrics

Votes for Giesinger 41,867,644 votes Election of Edgar R. Giesinger as Class III director

Votes for Teague 51,326,586 votes Election of A. James Teague as Class III director

Votes for Zartler 51,262,761 votes Election of William A. Zartler as Class III director

Auditor ratification for votes 57,073,660 votes Ratification of BDO USA, P.C. as independent auditor for 2026

Say-on-pay for votes 45,600,578 votes Advisory, non-binding vote on executive compensation

Say-on-pay against votes 7,195,531 votes Advisory, non-binding vote on executive compensation

Say-on-pay broker non-votes 4,301,700 votes Broker non-votes on advisory executive compensation proposal

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory, non-binding vote, Annual Meeting of Stockholders

4 terms

Broker Non-Votes financial

"Broker Non-Votes 45,600,578 | | 7,195,531 | | 291,647 | | 4,301,700"

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 BDO USA, P.C. 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.

advisory, non-binding vote financial

"Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers"

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders of Solaris Energy Infrastructure, Inc."

Understanding 8-K Material Events →

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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): May 15, 2026

SOLARIS ENERGY INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38090		81-5223109
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9651 Katy Freeway, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(281) 501-3070

(Registrant’s telephone number, including area code)

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, $0.01 par value		“SEI”		New York Stock Exchange
(indicate by check)
				NYSE Texas, Inc.

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.

At the 2026 Annual Meeting of Stockholders of Solaris Energy Infrastructure, Inc. (the “Company”) held on Friday, May 15, 2026 (the “Annual Meeting”), the Company’s stockholders voted upon the following three proposals, each of which are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 1, 2026 (the “2026 Proxy Statement”). Voting results for each proposal considered at the Annual Meeting are set forth below:

Proposal No. 1: Election of Directors

The three individuals listed below were elected by the Company’s stockholders at the Annual Meeting to serve as Class III directors of the Company’s board of directors until the Company’s 2029 Annual Meeting of Stockholders. Voting results for each director were as follows:

Name		For				Withheld				Broker Non-Votes
Edgar R. Giesinger			41,867,644				11,220,112				4,301,700
A. James Teague			51,326,586				1,761,170				4,301,700
William A. Zartler			51,262,761				1,824,995				4,301,700

Proposal No. 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

Voting results with respect to the ratification by the Company’s stockholders of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows:

		For		Against		Abstentions
		57,073,660		243,710		72,086

Proposal No. 3: Advisory, Non-Binding Vote to Approve the Compensation of the Company’s Named Executive Officers

Voting results with respect to the approval by the Company’s stockholders, on an advisory non-binding basis, of the compensation of the Company’s Named Executive Officers, as disclosed in the 2026 Proxy Statement, were as follows:

For		Against		Abstentions		Broker Non-Votes
45,600,578		7,195,531		291,647		4,301,700

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.

Date: May 19, 2026

		SOLARIS ENERGY INFRASTRUCTURE, INC.
By:		/s/ STEPHAN E. TOMPSETT
Name:		Stephan E. Tompsett
Title:		Chief Financial Officer

FAQ

What did Solaris Energy Infrastructure (SEI) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, ratifying BDO USA, P.C. as independent auditor for 2026, and an advisory, non-binding resolution on executive compensation, as detailed in the 2026 proxy statement voting results.

Which directors were elected at Solaris Energy Infrastructure’s 2026 annual meeting?

Stockholders elected Edgar R. Giesinger, A. James Teague, and William A. Zartler as Class III directors. They will serve until the 2029 annual meeting, following strong support in the director election voting tallies disclosed in the results.

How did Solaris Energy Infrastructure (SEI) stockholders vote on the company’s auditor for 2026?

Stockholders cast 57,073,660 votes for ratifying BDO USA, P.C. as independent registered public accounting firm, with 243,710 votes against and 72,086 abstentions. This reflects substantial support for retaining BDO for the year ending December 31, 2026.

What were the results of Solaris Energy Infrastructure’s say-on-pay vote in 2026?

The advisory, non-binding vote on named executive officer compensation received 45,600,578 votes for, 7,195,531 against, and 291,647 abstentions, with 4,301,700 broker non-votes. These results summarize stockholder views on the pay program disclosed in the 2026 proxy.

What is Proposal No. 3 in Solaris Energy Infrastructure’s 2026 annual meeting results?

Proposal No. 3 was an advisory, non-binding vote to approve compensation of the company’s named executive officers. Voting results were 45,600,578 for, 7,195,531 against, 291,647 abstentions, and 4,301,700 broker non-votes, as reported in the meeting outcome.

Who signed the Solaris Energy Infrastructure 8-K reporting the 2026 meeting results?

The report was signed on behalf of Solaris Energy Infrastructure, Inc. by Stephan E. Tompsett, Chief Financial Officer. His signature confirms the company’s authorization of the disclosed 2026 Annual Meeting of Stockholders voting results under the Exchange Act.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB