STOCK TITAN

Stem, Inc. (NYSE: STEM) holders back directors, equity plan and auditor

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

Rhea-AI Filing Summary

Stem, Inc. reported results of its 2026 annual stockholders meeting held on June 3, 2026. Stockholders elected three Class II directors to serve until the 2029 annual meeting, with each nominee receiving around 1.8–2.0 million votes in favor and more than 2.4 million broker non-votes.

They approved an amendment and restatement of the 2024 Equity Incentive Plan, increasing shares available for issuance by 425,000 shares and extending the plan term. Stockholders also approved, on a non-binding advisory basis, the compensation of named executive officers and ratified RSM US LLP as independent auditor for the fiscal year ending December 31, 2026.

A total of 4,532,097 shares, or approximately 53% of shares entitled to vote, were present or represented by proxy, and detailed vote counts were provided for each proposal.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Meeting quorum 4,532,097 shares (53%) Shares present or represented at 2026 annual meeting
Equity plan share increase 425,000 shares Additional shares available under 2024 Equity Incentive Plan
Director vote – Ira Birns 1,977,507 for / 65,263 withheld Election as Class II director until 2029 annual meeting
Director vote – Adam E. Daley 1,852,248 for / 190,522 withheld Election as Class II director until 2029 annual meeting
Director vote – Anil Tammineedi 1,827,044 for / 215,726 withheld Election as Class II director until 2029 annual meeting
Say-on-pay vote 1,891,571 for / 128,692 against Non-binding advisory vote on named executive officer compensation
Auditor ratification vote 4,330,718 for / 148,533 against Ratification of RSM US LLP as 2026 independent auditor
non-binding, advisory basis financial
"to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers"
broker non-votes financial
"Name | Votes For | Votes Withheld | Broker Non-Votes"
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.
Equity Incentive Plan financial
"to approve an amendment and restatement of the Amended and Restated Stem, Inc. 2024 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm financial
"to ratify the selection of RSM US 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 of Stockholders financial
"held its 2026 Annual Meeting of Stockholders on June 3, 2026"
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FALSE000175876600017587662026-06-032026-06-03


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 Earliest Event Reported): June 3, 2026
_______________________________________

STEM, INC.

(Exact name of registrant as specified in its charter)
_______________________________________

Delaware001-3945585-1972187
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1400 Post Oak Boulevard, Suite 560, Houston, Texas 77056
(Address of principal executive offices including zip code)
1-877-374-7836
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
Common stock, par value $0.0001STEMNew 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. ☐


2





Item 5.07. Submission of Matters to a Vote of Security Holders.

Stem, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026 (the “2026 Annual Meeting”), at which the Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”):

Proposal 1:    to elect the three Class II director nominees named in the Proxy Statement, to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

Proposal 2:    to approve an amendment and restatement of the Amended and Restated Stem, Inc. 2024 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance by 425,000 shares and to extend the Plan term;

Proposal 3:    to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers; and

Proposal 4:    to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

At the 2026 Annual Meeting, a total of 4,532,097 shares of the Company’s common stock entitled to vote, or approximately 53% of the total shares entitled to vote, were present or represented by proxy.

Proposal 1 – Election of Directors. All of the Class II director nominees were elected to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the following votes:

Name
Votes For
Votes Withheld
Broker Non-Votes
Ira Birns1,977,50765,2632,489,327
Adam E. Daley
1,852,248190,5222,489,327
Anil Tammineedi1,827,044215,7262,489,327

Proposal 2 – Approval of an Amendment and Restatement of the Plan. Stockholders approved the amendment and restatement of the Plan by the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
1,645,467387,9429,3612,489,327


Proposal 3 – Non-Binding, Advisory Approval of the Compensation of the Company’s Named Executive Officers. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers by the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
1,891,571128,69222,5072,489,327


3


Proposal 4 – Ratification of RSM US LLP as the Company’s Independent Auditor for 2026. Stockholders ratified the selection of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026, by the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
4,330,718148,53352,846

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

As reported above, at the 2026 Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Plan to increase the number of shares available for issuance by 425,000 shares and to extend the Plan term (as so amended and restated, the “Second A&R Plan”).

For additional information regarding the Second A&R Plan, please refer to the heading “Plan Summary” contained in Proposal 2 of the Proxy Statement.

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second A&R Plan, a copy of which is filed hereto as Exhibit 10 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10
Stem, Inc. Second Amended and Restated 2024 Equity Incentive Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

4


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.

STEM, INC.
Date: June 3, 2026
By:/s/ Saul R. Laureles
Name:Saul R. Laureles
Title:Chief Legal Officer and Secretary
_____________________________________________________________________________________________
5

FAQ

What did Stem, Inc. (STEM) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class II directors, approved changes to the 2024 Equity Incentive Plan, endorsed executive compensation on a non-binding basis, and ratified RSM US LLP as independent auditor for 2026. Each proposal received majority support based on the reported voting results.

How many Stem, Inc. (STEM) shares were represented at the 2026 annual meeting?

A total of 4,532,097 Stem, Inc. common shares were present or represented by proxy, representing approximately 53% of the shares entitled to vote. This quorum allowed all four proposals to be considered and voted on at the 2026 annual meeting.

What change was approved to Stem, Inc.’s 2024 Equity Incentive Plan (STEM)?

Shareholders approved an amendment and restatement of the 2024 Equity Incentive Plan, increasing the number of shares available for issuance by 425,000 shares and extending the plan term. The updated plan is referred to as the Second Amended and Restated 2024 Equity Incentive Plan.

Were Stem, Inc. (STEM) director nominees elected at the 2026 annual meeting?

Yes. Class II director nominees Ira Birns, Adam E. Daley, and Anil Tammineedi were elected to serve until the 2029 annual meeting. Each nominee received over 1.8 million votes for, with additional broker non-votes reported but not counted as opposition.

How did Stem, Inc. (STEM) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of Stem, Inc.’s named executive officers. The vote totaled 1,891,571 shares for, 128,692 shares against, and 22,507 abstentions, with 2,489,327 broker non-votes reported on the proposal.

Who is Stem, Inc.’s (STEM) independent auditor for fiscal 2026?

Shareholders ratified the selection of RSM US LLP as Stem, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The auditor ratification received 4,330,718 votes for, 148,533 against, and 52,846 abstentions, with no broker non-votes.

Filing Exhibits & Attachments

4 documents