[8-K] Zeo Energy Corporation Reports Material Event

Rhea-AI Filing Summary

Zeo Energy Corp. reported results from its annual meeting held on August 5, 2025. Shareholders representing 47,636,516 of the 49,304,845 eligible shares (about 96.7%) were present or represented by proxy. Five director nominees — Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush and Mark M. Jacobs — were elected with overwhelming support and minimal withholds and 299,811 broker non-votes.

Stockholders approved a proposal under Nasdaq rules to permit issuance of shares equal to or in excess of 20% of outstanding common stock (Vote: 41,798,306 for; 5,528,389 against), ratified Grant Thornton LLP as auditor (47,604,351 for) and approved adjournment procedures. The record date for voting was June 6, 2025.

Positive

• High shareholder participation with a quorum representing 96.7% of eligible shares
• All five director nominees re-elected with strong majorities and minimal withheld votes
• Grant Thornton LLP ratified as independent registered public accounting firm with overwhelming support

Negative

• Shareholder approval was obtained to issue shares equal to or in excess of 20% of outstanding common stock, which could materially increase the share count
• Significant opposition to the >20% issuance proposal: 5,528,389 votes against, indicating meaningful shareholder dissent on that item

Insights

Corporate Governance Expert

TL;DR: Board slate re-elected with strong support; governance vote to allow >20% issuance cleared the shareholder hurdle.

The re-election results show consolidated shareholder backing: each nominee received roughly 47.32 million votes with only single- to low-five-digit withholds, indicating stable board endorsement. The presence of 299,811 broker non-votes is modest relative to total outstanding shares. The approval to authorize issuance equal to or in excess of 20% of outstanding shares meets Nasdaq Listing Rule requirements and materially expands the Board's capital-raising flexibility under the approved terms.

Securities Analyst

TL;DR: Routine governance outcomes, but approval to issue >=20% of shares is a material corporate action for capital structure.

Quorum was robust at 96.7%, and the auditor ratification vote was decisive (47,604,351 for). The Nasdaq-rule authorization passed with 41,798,306 votes for versus 5,528,389 against and 299,811 broker non-votes, a split that investors may track since it enables potential large share issuances which could affect dilution and voting power depending on future transactions.

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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 5, 2025

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 to a Vote of Security Holders

On August 5, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Zeo Energy Corp. (the “Company”), of the Company’s 22,824,845 shares of Class A Common Stock and 26,480,000 shares of Class V Common Stock, representing an aggregate of 49,304,845 shares of Common Stock issued and outstanding and eligible to vote as of the record date of June 6, 2025, a quorum of 47,636,516 shares of Common Stock, or approximately 96.7% 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 June 24, 2025. The following actions were taken at the Annual Meeting:

1. The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 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			47,320,003				16,702				299,811
Dr. Abigail M. Allen			47,329,800				6,905				299,811
James P. Bensen			47,329,779				6,926				299,811
Neil Bush			47,329,769				6,936				299,811
Mark M. Jacobs			47,329,770				6,935				299,811

2. Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval, in accordance with Nasdaq Listing Rule 5635, the 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, in connection with transactions other than a public offering. 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
	41,798,306			5,528,389			10,010			299,811

Proposal No. 2 was approved by a majority of the votes cast.

3. Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. 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
	47,604,351			27,624			4,541

Proposal No. 3 was approved by a majority of the votes cast.

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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
	47,550,794			78,207			7,515

Proposal No. 4 was approved by a majority of the votes cast.

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 8, 2025	Zeo Energy Corp.
	By:	/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer

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FAQ

What was decided at Zeo Energy's (ZEO) annual meeting on August 5, 2025?

Shareholders elected five directors, approved issuance of shares equal to or in excess of 20% of outstanding common stock, ratified Grant Thornton LLP as auditor, and approved adjournment procedures.

How many shares were represented at the ZEO annual meeting and what was the quorum?

A quorum of 47,636,516 shares was present or represented by proxy, representing approximately 96.7% of the 49,304,845 eligible shares.

Did shareholders approve the authorization to issue shares exceeding 20% of outstanding stock?

Yes. Proposal to permit issuance equal to or in excess of 20% passed with 41,798,306 votes for, 5,528,389 against, and 10,010 abstentions.

Who were the directors elected at the meeting?

The elected directors were Timothy Bridgewater, Dr. Abigail M. Allen, James P. Bensen, Neil Bush, and Mark M. Jacobs.

What record date was used to determine eligible voters for the ZEO annual meeting?

The record date for determining eligible voting shares was June 6, 2025.