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NuScale Power (NYSE: SMR) holders back board, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NuScale Power Corporation reported the results of its 2026 annual shareholder meeting. Stockholders elected all nominated directors, with most receiving over 114 million votes in favor, except two directors who received lower but still majority support.

Shareholders approved the company’s executive compensation on an advisory basis with 110,778,297 votes for, 4,203,069 against, and 849,062 abstentions. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 193,580,105 votes for, 2,313,489 against, and 1,049,345 abstentions.

Positive

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Negative

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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.
Executive compensation votes for 110,778,297 votes Advisory say-on-pay approval at 2026 annual meeting
Executive compensation votes against 4,203,069 votes Advisory say-on-pay at 2026 annual meeting
Auditor ratification votes for 193,580,105 votes Ratification of Ernst & Young LLP for fiscal 2026
Auditor ratification votes against 2,313,489 votes Ratification of Ernst & Young LLP for fiscal 2026
Auditor ratification abstentions 1,049,345 votes Ratification of Ernst & Young LLP for fiscal 2026
Say-on-pay abstentions 849,062 votes Advisory vote on executive compensation
Broker non-votes on proposals 1 and 2 81,112,511 votes Director elections and executive compensation
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
broker non-votes financial
"FOR | WITHHELD | BROKER NON-VOTES Alan L. Boeckmann"
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.
executive compensation financial
"2. To approve executive compensation."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent registered public accounting firm regulatory
"Ernst & Young, LLP 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.
Annual Meeting regulatory
"The results of the votes on the three matters considered at the 2026 Annual Meeting"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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Understanding 8-K Material Events →
0001822966FALSE00018229662026-04-082026-04-08



 
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 29, 2026
NuScale Power Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-39736
98-1588588
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
1100 NE Circle Blvd., Suite 350
Corvallis, OR
97330
(Address of principal executive offices)(Zip Code)
(971) 371-1592
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K 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 classTrading Symbol(s)Name of each exchange
on which registered
Class A common stock, $0.0001 par value per shareSMRNew 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 5.07    Submission of Matters to a Vote of Security Holders

The results of the votes on the three matters considered at the 2026 Annual Meeting are as follows. Each of the proposals received the requisite vote for approval.

1.To elect the following directors:
FORWITHHELDBROKER NON-VOTES
Alan L. Boeckmann107,552,1088,278,32081,112,511
Bum-Jin Chung114,258,1901,572,23881,112,511
Shinji Fujino114,495,2191,335,20981,112,511
Stuart Harshaw83,697,58532,132,84381,112,511
John L. Hopkins114,366,7361,463,69281,112,511
Dale Klein114,602,2091,228,21981,112,511
Kent Kresa114,456,4591,373,96981,112,511
Diana J. Walters114,431,4981,393,93081,112,511
Kimberly O. Warnica78,920,80636,909,62281,112,511


2.    To approve executive compensation.
FORAGAINSTABSTAINBROKER NON-VOTES
110,778,2974,203,069849,06281,112,511


3    To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
FORAGAINSTABSTAINBROKER NON-VOTES
193,580,1052,313,4891,049,345—





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.
NuScale Power Corporation
Date: June 2, 2026By:/s/ Robert Ramsey Hamady
Name:Robert Ramsey Hamady
Title:Chief Financial Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did NuScale Power (SMR) shareholders approve at the 2026 annual meeting?

Shareholders approved all three proposals at the 2026 annual meeting. They elected all nominated directors, gave advisory approval to executive compensation, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, each with strong majority support.

How did NuScale Power (SMR) shareholders vote on executive compensation in 2026?

Executive compensation received strong support from shareholders. The advisory vote recorded 110,778,297 votes for, 4,203,069 against, and 849,062 abstentions, with 81,112,511 broker non-votes. This indicates most voting shareholders backed the pay program presented for the 2026 meeting.

Which auditor did NuScale Power (SMR) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as NuScale Power’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 193,580,105 votes for, 2,313,489 against, and 1,049,345 abstentions, reflecting broad support for retaining the audit firm.

Were all NuScale Power (SMR) director nominees elected at the 2026 annual meeting?

All director nominees were elected. Most, including John L. Hopkins and Dale Klein, received over 114 million votes for, while others such as Stuart Harshaw and Kimberly O. Warnica received lower but still majority support. Broker non-votes totaled 81,112,511 for each director election item.

How many votes did NuScale Power (SMR) director nominee John L. Hopkins receive?

Director nominee John L. Hopkins received 114,366,736 votes for and 1,463,692 votes withheld, with 81,112,511 broker non-votes. These results show substantial shareholder backing for his election to the board at the 2026 annual meeting.

Filing Exhibits & Attachments

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