Tecogen (TGEN) investors back board slate, auditor and triennial say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tecogen Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected seven directors to serve until the 2027 annual meeting or until successors are elected and qualified, including John M. Albertine, Angelina M. Galiteva, Ahmed F. Ghoniem, John N. Hatsopoulos, Susan F. Hirsch, Earl R. Lewis III, and Abinand Rangesh.

Stockholders also ratified the appointment of Wolf & Company, P.C. as independent registered public accountants for the fiscal year ending December 31, 2026. In advisory votes, a majority approved the compensation paid to named executive officers for 2025 and recommended holding say‑on‑pay votes every three years.

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.

Key Figures

Votes for Abinand Rangesh: 14,982,917 votes Votes for John N. Hatsopoulos: 14,880,472 votes Auditor ratification votes for: 21,962,817 votes +3 more

6 metrics

Votes for Abinand Rangesh 14,982,917 votes Election as director at 2026 annual meeting

Votes for John N. Hatsopoulos 14,880,472 votes Election as director at 2026 annual meeting

Auditor ratification votes for 21,962,817 votes Ratification of Wolf & Company, P.C. for fiscal year ending December 31, 2026

Executive compensation votes for 14,940,604 votes Non-binding advisory vote on 2025 named executive officer pay

Say-on-pay three-year frequency votes 10,631,078 votes Advisory vote recommending say-on-pay every three years

Say-on-pay one-year frequency votes 4,275,925 votes Advisory vote alternative for annual say-on-pay

Key Terms

non-binding advisory vote, independent registered public accountants, broker non-votes, say-on-pay votes, +1 more

5 terms

non-binding advisory vote regulatory

"Proposal 3: Non-binding advisory vote to approve the compensation paid to named executive officers of the Company in 2025."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accountants regulatory

"to ratify the appointment of Wolf & Company, P.C. as independent registered public accountants for the Company for the year ending December 31, 2026."

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

broker non-votes regulatory

"The number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each proposal voted upon are set forth below."

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.

say-on-pay votes regulatory

"Non-binding advisory vote regarding the frequency of say-on-pay votes."

Annual Meeting of Stockholders regulatory

"On June 5, 2026, the following proposals were submitted to stockholders of Tecogen Inc. at its 2026 Annual Meeting of Stockholders"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/05/2026 - 04:01 PM

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 5, 2026

TECOGEN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-36103						04-3536131
(Commission File Number)						(IRS Employer Identification No.)



76 Treble Cove Road, Building 1
North Billerica, Massachusetts 01862
(Address of Principal Executive Offices and Zip Code)

(781) 466-6400

(Registrant's telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.001 par value per share	TGEN	NYSE American, LLC

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))

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. o

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

On June 5, 2026, the following proposals were submitted to stockholders of Tecogen Inc. (the “Company”) at its 2026 Annual Meeting of Stockholders:

Proposal 1: Election of directors: to elect the following seven (7) individuals as directors of the Company:

John M. Albertine

Angelina M. Galiteva

John N. Hatsopoulos

Susan F. Hirsch

Earl R. Lewis, III

Abinand Rangesh

Proposal 2: Ratification of appointment of auditors: to ratify the appointment of Wolf & Company, P.C. as independent registered public accountants for the Company for the year ending December 31, 2026.

Proposal 3: Non-binding advisory vote to approve the compensation paid to named executive officers of the Company in 2025.

Proposal 4: Non-Binding advisory vote regarding the frequency of say-on-pay votes.

Results of Voting

The number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each proposal voted upon are set forth below.

Proposal 1: Election of directors

All of the nominees received at least a plurality of the votes cast by stockholders entitled to vote thereon and therefore each of the nominees were elected to serve as directors of the Company to hold their positions until the 2027 annual meeting of stockholders or until their resignations or their successors are duly elected and qualified. The votes were as follows:


Nominee	Voted For	Vote Withheld	Broker Non-Votes

John M. Albertine	13,505,051	1,618,970	6,979,317
Angelina M. Galiteva	12,515,490	2,608,531	6,979,317
Ahmed F. Ghoniem	13,480,135	1,643,886	6,979,317
John N. Hatsopoulos	14,880,472	243,549	6,979,317
Susan F. Hirsch	12,415,281	2,708,740	6,979,317
Earl R. Lewis, III	14,868,394	255,627	6,979,317
Abinand Rangesh	14,982,917	141,104	6,979,317

Proposal 2: Ratification of appointment of auditors

The holders of a majority of the shares entitled to vote thereon voted in favor of the ratification of the appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The votes were as follows:


Voted For	Voted Against	Abstain

21,962,817	12,606	127,915

Proposal 3: Non-binding advisory vote on compensation paid to named executive officers in 2025

A majority of the votes cast at the meeting approved the compensation paid to named executive officers of the Company in 2025. The votes were as follows:


Voted For	Voted Against	Abstain

14,940,604	47,130	136,287

Proposal 4: Non-binding advisory vote on frequency of say-on-pay votes

A majority of the votes cast at the meeting voted to recommend that say-on-pay votes be held every three years. The votes were as follows:


One Year (Every Year)	Two Years (Every Other Year)	Three Years (Every Third Year)

4,275,925	30,503	10,631,078

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



	TECOGEN INC.

		By: /s/ Abinand Rangesh
June 5, 2026		Abinand Rangesh, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Tecogen (TGEN) shareholders approve at the 2026 annual meeting?

Shareholders elected seven directors, ratified the 2026 auditor, approved 2025 executive pay, and set say-on-pay frequency. They chose Wolf & Company, P.C. as auditor, backed 2025 named executive officer compensation, and recommended say-on-pay votes occur every three years.

Who was elected to Tecogen (TGEN)’s board of directors in 2026?

Seven directors were elected to serve until the 2027 annual meeting or until successors qualify. The directors are John M. Albertine, Angelina M. Galiteva, Ahmed F. Ghoniem, John N. Hatsopoulos, Susan F. Hirsch, Earl R. Lewis III, and Abinand Rangesh.

Which auditing firm did Tecogen (TGEN) shareholders ratify for 2026?

Shareholders ratified Wolf & Company, P.C. as Tecogen’s independent registered public accountants for 2026. The ratification vote received 21,962,817 shares in favor, 12,606 against, and 127,915 abstentions, indicating strong support for the selected audit firm.

How did Tecogen (TGEN) shareholders vote on 2025 executive compensation?

Shareholders approved 2025 compensation for named executive officers in a non-binding advisory vote. The results were 14,940,604 votes for, 47,130 against, and 136,287 abstentions, showing clear support for the company’s executive pay program during 2025.

What say-on-pay vote frequency did Tecogen (TGEN) shareholders prefer?

Shareholders recommended holding say-on-pay votes every three years. The advisory vote results were 4,275,925 shares for one year, 30,503 for two years, and 10,631,078 for every three years, with three years receiving the largest support among the choices.

When and where was Tecogen (TGEN)’s 2026 annual meeting held?

The 2026 Annual Meeting of Stockholders took place on June 5, 2026. Tecogen’s principal executive offices are located at 76 Treble Cove Road, Building 1, North Billerica, Massachusetts 01862, which provides context for the company’s corporate base.

Filing Exhibits & Attachments

3 documents