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Zeo Energy Corp. (ZEO) reports director elections and 2026 shareholder voting outcomes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zeo Energy Corp. held its 2026 annual meeting of stockholders on August 7, 2026. A quorum of 32,739,596 shares of common stock, representing approximately 56.2% of the 58,279,972 eligible voting shares as of June 30, 2026, was present in person or by proxy.

Stockholders elected five directors—Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush, and Mark M. Jacobs—with each receiving more votes “for” than “withheld.” Stockholders also approved additional proposals described in the company’s July 6, 2026 proxy statement, each receiving substantially more votes in favor than against.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Eligible voting shares 58,279,972 shares Voting common stock issued, outstanding and eligible to vote as of June 30, 2026
Quorum shares present 32,739,596 shares Shares present in person or by proxy at the 2026 annual meeting
Quorum percentage 56.2% Percentage of eligible voting shares represented at the annual meeting
Votes for proposal with broker non-votes 30,729,468 Votes for a non-director proposal, versus 89,973 against and 12,435 abstentions
Votes for proposal without broker non-votes 32,489,138 Votes for another proposal, versus 148,550 against and 101,908 abstentions
Warrant exercise price $11.50 per share Exercise price for each warrant to purchase one share of Class A common stock
broker non-votes regulatory
"Votes For | Votes Against | Votes Abstained | Broker Non-Votes 30,729,468..."
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.
quorum regulatory
"a quorum of 32,739,596 shares of common stock, or approximately 56.2%..."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters Vote of Security Holders"
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.
proxy statement regulatory
"described in detail in the proxy statement filed with the Securities and Exchange Commission on July 6, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Annual Meeting regulatory
"conducted its 2026 annual meeting of stockholders (the “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.

FAQ

What happened at Zeo Energy Corp. (ZEO) 2026 annual meeting?

Zeo Energy Corp. held its 2026 annual meeting on August 7, 2026, achieving a 56.2% quorum. Stockholders elected all five director nominees and approved the other proposals outlined in the July 6, 2026 proxy statement based on strong majority support.

How many Zeo Energy (ZEO) shares were eligible to vote at the 2026 meeting?

A total of 58,279,972 shares of voting common stock were eligible to vote. This comprised 35,399,972 Class A shares and 22,880,000 Class V shares as of the June 30, 2026 record date for the annual meeting.

What quorum did Zeo Energy (ZEO) reach for its 2026 shareholder vote?

Zeo Energy reached a quorum of 32,739,596 shares, or approximately 56.2% of eligible voting shares. This satisfied quorum requirements, so the meeting did not need to be adjourned and all proposals could be considered and voted upon.

Were all Zeo Energy (ZEO) director nominees elected in 2026?

Yes. All five director nominees—Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush, and Mark M. Jacobs—received more votes for than withheld, resulting in their election to the board at the 2026 meeting.

What were the vote results on the non-director proposals for Zeo Energy (ZEO)?

Stockholders approved the additional proposals described in the proxy, with key tallies of 30,729,468 for vs. 89,973 against on one item, and 32,489,138 for vs. 148,550 against on another, indicating strong shareholder support.

What exchange is Zeo Energy (ZEO) listed on and what securities trade?

Zeo Energy’s Class A common stock trades on The Nasdaq Stock Market LLC under symbol ZEO. Its warrants, each exercisable for one Class A share at $11.50 per share (subject to adjustment), trade on Nasdaq under symbol ZEOWW.

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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): August 11, 2026 (August 7, 2026)

 

ZEO ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40927   98-1601409
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

7625 Little Rd, Suite 200A,

New Port Richey, FL

  34654
(Address of principal executive offices)   (Zip Code)

 

(727) 375-9375

(Registrant’s telephone number, including area code)

 

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):

 

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
Class A Common Stock, par value $0.0001 per share   ZEO   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment   ZEOWW   The Nasdaq Stock Market LLC

 

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 Vote of Security Holders

 

On August 7, 2026, Zeo Energy Corp. (the “Company”) conducted its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 35,399,972 shares of the Company’s Class A common stock and 22,880,000 shares of the Company’s Class V common stock, representing an aggregate of 58,279,972 shares of voting common stock issued and outstanding and eligible to vote as of the Annual Meeting record date of June 30, 2026. At the Annual Meeting, a quorum of 32,739,596 shares of common stock, or approximately 56.2% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement filed with the Securities and Exchange Commission on July 6, 2026.

 

The following actions were taken at the Annual Meeting:

 

1.The Company’s stockholders elected five directors (each incumbent directors), each to serve until his/her successor is duly elected and qualified at the 2027 annual meeting of stockholders or until his/her earlier resignation or removal. The number of shares that were voted for the election of each director, that were withheld for the election of each director, and the number of broker non-votes for each director is summarized in the table below:

 

Director Nominee  Votes For   Votes
Withheld
   Broker
Non-Votes
 
Timothy Bridgewater   19,782,057    11,049,819    1,907,720 
Dr. Abigail M. Allen   30,651,747    180,129    1,907,720 
James P. Bensen   25,268,201    5,563,675    1,907,720 
Neil Bush   30,701,773    130,103    1,907,720 
Mark M. Jacobs   30,691,384    140,492    1,907,720 

 

2.The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the potential future issuance of shares of the Company’s Class A common stock, equal to or in excess of 20% of (i) the number of outstanding shares of Class A common stock and Class V common stock, or (ii) the outstanding voting power of the Company, in each case as of June 9, 2026, pursuant to the terms of that certain Note Purchase Agreement, dated as of June 9, 2026, between the Company and White Lion Capital LLC and upon future conversion of promissory notes issued to White Lion Capital LLC thereunder. The number of shares that voted for, against, and abstained from voting for this proposal, and the number of broker non-votes, is summarized in the table below:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
30,729,468   89,973   12,435   1,907,720

 

3.The Company’s stockholders ratified of the appointment by the Audit Committee of the Company’s board of directors of Tanner LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:

 

Votes For   Votes Against   Votes Abstained
32,489,138   148,550   101,908

 

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4.Proxies were solicited on behalf of the Board and a vote by ballot was taken for and the adjournment of the Annual Meeting to the extent there were insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:

 

Votes For   Votes Against   Votes Abstained
32,192,307   434,517   112,772

 

Sufficient votes were present at the Annual Meeting in person or by proxy, and therefore there was no need to adjourn the Annual Meeting.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed as part of this report:

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Dated: August 11, 2026 Zeo Energy Corp.
     
  By: /s/ Timothy Bridgewater
  Name:  Timothy Bridgewater
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents