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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): October 1, 2025
SES AI CORPORATION
(Exact name of registrant as specified in its charter)
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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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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
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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.
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| SES AI Corporation |
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Date: October 2, 2025 | By: | /s/ Jing Nealis |
| Name: | Jing Nealis |
| Title: | Chief Financial Officer |
