SES AI (SES) investors back director, auditor and pay at 2025 meeting

Rhea-AI Filing Summary

SES AI Corporation reported the results of its 2025 Annual Meeting of Stockholders held on October 1, 2025. Stockholders elected Dr. Qichao Hu as a Class III director to serve until the 2028 Annual Meeting, with 486,465,547 votes for, 5,653,523 votes withheld, and 46,291,843 broker non-votes. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2025, with 536,880,122 votes for, 872,634 against, and 658,157 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the company’s named executive officers, with 490,343,477 votes for, 904,654 against, 870,939 abstentions, and 46,291,843 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.

Understanding 8-K Material Events →

0001819142false0001819142us-gaap:WarrantMember2025-10-012025-10-010001819142us-gaap:CommonStockMember2025-10-012025-10-0100018191422025-10-012025-10-01

​

​

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): October 1, 2025

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

​	​	​	​	​
Delaware		001-39845		88-0641865
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

​

SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

N/A

(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 (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(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		SES		The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share		SES WS		The New 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 (§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.

SES AI Corporation (the “Company”) held the 2025 Annual Meeting of Stockholders on October 1, 2025 (the “Annual Meeting”), at which stockholders voted on the following three proposals. For more information on the three proposals submitted to stockholders, see the definitive proxy statement for the Annual Meeting (the “Proxy Statement”). Each holder of the Company’s Class A Common Stock was entitled to one vote per share, and each holder of the Company’s Class B Common Stock was entitled to ten (10) votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.

​

Proposal 1 - Election of directors

​

The stockholders elected the following individual to the Company’s board of directors (the “Board”) to serve as Class III director until the 2028 Annual Meeting of Stockholders:

​

​	Votes For	Votes Withheld	Broker Non-Votes
Dr. Qichao Hu	486,465,547	5,653,523	46,291,843

​

​

Proposal 2 - Ratification of appointment of Grant Thornton LLP for 2025

​

The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

​

Votes For	Votes Against	Votes Abstained
536,880,122	872,634	658,157

​

Proposal 3 - Approval of the compensation of the Company’s named executive officers in a non-binding, advisory vote

​

The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers.

​

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
490,343,477	904,654	870,939	46,291,843

​

.

​

​

​

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.

​

​	​	​
​	SES AI Corporation
​	​	​
Date: October 2, 2025	By:	/s/ Jing Nealis
​	Name:	Jing Nealis
​	Title:	Chief Financial Officer

​

​

​

​

FAQ

What did SES (SES AI Corporation) announce in this 8-K filing?

SES AI Corporation reported the voting results from its 2025 Annual Meeting of Stockholders held on October 1, 2025, covering director elections, auditor ratification, and executive compensation.

Which director was elected at SES AI Corporation’s 2025 Annual Meeting and for how long?

Stockholders elected Dr. Qichao Hu as a Class III director to serve until the 2028 Annual Meeting of Stockholders, with 486,465,547 votes for and 5,653,523 votes withheld.

Did SES stockholders ratify the appointment of Grant Thornton LLP as auditor for 2025?

Yes. Stockholders ratified Grant Thornton LLP as SES AI Corporation’s independent registered public accounting firm for the year ending December 31, 2025, with 536,880,122 votes for, 872,634 against, and 658,157 abstentions.

How did SES AI Corporation’s stockholders vote on executive compensation?

In a non-binding advisory vote, stockholders approved the compensation of SES AI Corporation’s named executive officers, with 490,343,477 votes for, 904,654 against, 870,939 abstentions, and 46,291,843 broker non-votes.

How are voting rights structured for SES AI Corporation’s common stock classes?

Each share of Class A Common Stock carried one vote, while each share of Class B Common Stock carried ten votes, and the reported results reflect the combined votes of both classes.

What proposals were considered at SES AI Corporation’s 2025 Annual Meeting?

Stockholders voted on three proposals: election of one Class III director (Dr. Qichao Hu), ratification of Grant Thornton LLP as the 2025 independent auditor, and a non-binding advisory approval of named executive officer compensation.