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  4. [8-K] T1 Energy Inc. Reports Material Event

T1 Energy (NYSE: TE) holders back director slate and double authorized stock

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

Rhea-AI Filing Summary

T1 Energy Inc. reported results from its virtual annual stockholder meeting held on June 17, 2026. Stockholders elected eight directors to one-year terms, with each nominee receiving roughly 168–170 million votes in favor and about 0.4–2.0 million votes against, plus broker non-votes.

Stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 205,607,451 votes for, 377,828 against, and 9,303,346 abstentions. They also approved, on an advisory basis, the compensation of named executive officers, with 141,112,507 votes for, 29,205,540 against, and 9,080,940 abstentions, and 35,889,638 broker non-votes.

Importantly, stockholders approved an amendment to the Certificate of Incorporation to increase authorized common shares, par value $0.01, from 500,000,000 to 1,000,000,000, by a vote of 201,655,975 for, 4,374,341 against, and 9,258,309 abstaining. The Certificate of Amendment will become effective at 12:01 a.m. Eastern Time on June 18, 2026, following filing with the Delaware Secretary of State.

Positive

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Negative

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Insights

T1 Energy holders backed all routine proposals and doubled authorized common shares.

The annual meeting results show broad stockholder support for the existing board, auditor, and executive pay framework. All director nominees received strong majorities, and KPMG LLP was ratified with over 205 million votes in favor, indicating confidence in the company’s financial reporting oversight.

The key structural change is the amendment increasing authorized common stock from 500,000,000 to 1,000,000,000 shares, effective June 18, 2026. This does not itself issue new stock but expands the company’s capacity to issue shares in the future for purposes such as financings, equity compensation, or acquisitions, subject to board decisions and any applicable approvals.

The advisory vote on executive compensation passed with over 141 million votes for and 29 million against, suggesting general but not unanimous support for pay practices. Future filings may detail how, if at all, the enlarged share authorization is used in capital-raising or strategic transactions.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock before amendment 500,000,000 shares Common stock, par value $0.01, prior to June 18, 2026
Authorized common stock after amendment 1,000,000,000 shares Effective 12:01 a.m. Eastern Time on June 18, 2026
Votes for share increase (Proposal 4) 201,655,975 votes For amendment to increase authorized common stock
Votes for auditor ratification 205,607,451 votes Ratification of KPMG LLP for year ending December 31, 2026
Votes for say-on-pay 141,112,507 votes Advisory vote on compensation of named executive officers
Common stock par value $0.01 per share Common Stock listed on NYSE under symbol TE
Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of Common Stock
Broker Non-Votes financial
"Abstain | | Broker Non-Votes 141,112,507 | | 29,205,540 | | 9,080,940 | | 35,889,638"
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.
Emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2). Emerging growth company"
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.
advisory vote financial
"Proposal 3 - Advisory vote on the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Certificate of Amendment regulatory
"Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”)"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
independent registered public accounting firm financial
"Ratification of the appointment of KPMG 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.
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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): June 17, 2026

 

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41903   93-3205861
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: 409-599-5706

 

Not Applicable
(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:

 

  ☐ 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 $0.01 per share   TE   The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   TE 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

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.

 

T1 Energy Inc. (the “Company”) held its annual meeting of stockholders virtually on June 17, 2026 (the “Annual Meeting”). The following matters were submitted to a vote of the stockholders, the results of which were as follows:

 

Proposal 1 - Election of directors to serve for a one-year term of office expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

 

 

   For   Against   Abstain   Broker Non-Votes 
Daniel Barcelo   169,788,106    526,982    9,083,899    35,889,638 
W. Richard Anderson   169,183,102    1,132,846    9,083,039    35,889,638 
Todd Jason Kantor   168,609,572    1,811,704    8,977,711    35,889,638 
David J. Manners   169,808,824    361,955    9,228,208    35,889,638 
Peter Matrai   169,909,502    408,111    9,081,374    35,889,638 
Daniel Artemus Steingart   169,773,215    545,254    9,080,518    35,889,638 
Jessica Wirth Strine   168,225,962    1,975,259    9,197,766    35,889,638 
Robert Hammond   169,850,031    464,953    9,084,003    35,889,638 

 

Proposal 2 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

 

For   Against   Abstain
205,607,451   377,828   9,303,346

  

Proposal 3 - Advisory vote on the compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker Non-Votes
141,112,507   29,205,540   9,080,940   35,889,638

 

Proposal 4 - To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), of the Company from 500,000,000 shares to 1,000,000,000 shares.

 

For   Against   Abstain
201,655,975   4,374,341   9,258,309

 

Item 8.01 Other Events.

 

Certificate of Amendment

 

At the Annual Meeting, the Company’s stockholders voted to approve an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 shares to 1,000,000,000 shares.

 

A detailed description of the Amendment was set forth in Proposal 4 in the Company’s Definitive Proxy Statement on Schedule 14A filed on May 18, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company’s Board of Directors previously approved the Amendment, and it will become effective at 12:01 a.m. Eastern Time on June 18, 2026, following the filing of the Certificate of Amendment with the Delaware Secretary of State on June 17, 2026.

 

1

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 17, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

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.

 

  T1 ENERGY INC.
   
Date: June 17, 2026 By: /s/ Evan Calio
  Name:   Evan Calio
  Title: Chief Financial Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did T1 Energy Inc. (TE) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors, ratified KPMG LLP as auditor, approved an advisory say-on-pay resolution, and authorized an increase in common shares from 500,000,000 to 1,000,000,000, effective after filing a Certificate of Amendment.

How did T1 Energy (TE) vote on increasing authorized common stock?

Stockholders approved raising authorized common stock from 500,000,000 to 1,000,000,000 shares, with 201,655,975 votes for, 4,374,341 against, and 9,258,309 abstentions at the June 17, 2026 annual meeting.

Was T1 Energy’s executive compensation approved by stockholders?

Yes. The advisory vote on T1 Energy’s named executive officer compensation received 141,112,507 votes for, 29,205,540 against, and 9,080,940 abstentions, with 35,889,638 broker non-votes, indicating overall approval of the pay program.

Who is T1 Energy Inc.’s independent auditor for 2026?

Stockholders ratified KPMG LLP as T1 Energy Inc.’s independent registered public accounting firm for the year ending December 31, 2026, with 205,607,451 votes for, 377,828 against, and 9,303,346 abstentions at the annual meeting.

When does T1 Energy’s increased share authorization become effective?

The increase in authorized common shares to 1,000,000,000 becomes effective at 12:01 a.m. Eastern Time on June 18, 2026, after the Certificate of Amendment is filed with the Delaware Secretary of State.

Where is T1 Energy Inc. (TE) headquartered and what securities trade on NYSE?

T1 Energy Inc. is headquartered at 1211 E 4th St., Austin, Texas 78702. Its common stock, par value $0.01 per share, trades on the New York Stock Exchange under symbol TE, and its warrants trade under symbol TE WS.

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