--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-071016" form_type: "8-K" ticker: "CWCO" cik: "0000928340" company_name: "Consolidated Water Co. Ltd." filed_at: "2026-06-05T20:40:50+00:00" generated_at: "2026-06-05T20:42:10.345026+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Shareholders approve doubling authorized share capital and charter amendments at AGM ## Summary - Authorized share capital increased from CI$12.5M to CI$25M; ordinary shares from 24.8M to 49.8M. - Articles amended to allow share repurchases and holding treasury shares. - All nine director nominees elected; Leonard J. Sokolow received 3.27M withhold votes. - 2027 Employee Stock Incentive Plan approved with 7.52M for, 2.44M against. - CBIZ CPAs ratified as auditor for FY2026 with 12.88M votes for. ## SEC filing metadata - accession: 0001104659-26-071016 - form_type: 8-K - ticker: CWCO - cik: 0000928340 - company_name: Consolidated Water Co. Ltd. - filed_at: 2026-06-05T20:40:50+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/cwco-20260601x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-071016 - JSON: https://secwatch.observer/filing/0001104659-26-071016.json - Plain text: https://secwatch.observer/filing/0001104659-26-071016.txt ## Key facts - Governance Changes Consolidated Water Co. Ltd.: Amended and Restated Memorandum of Association to increase authorized share capital from CI$12.5M to CI$25M. - Change: charter amendment source text: the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Memorandum of Association to increase the Company’s authorized share capital from (a) CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to (a) CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Governance Changes Consolidated Water Co. Ltd.: Adoption of Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the approved amendments. source text: the adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the foregoing amendments evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Governance Changes Consolidated Water Co. Ltd.: Amended and Restated Articles of Association relating to share repurchases and treasury shares. - Change: bylaw amendment source text: amendments to the Company’s Amended and Restated Articles of Association relating to the Company’s authority to purchase its own shares, the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares), and the addition of related definitions evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Approval of the Company’s 2027 Employee Stock Incentive Plan at the 2026-06-01 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve the Company’s 2027 Employee Stock Incentive Plan was approved, and the votes were as follows: For Against Abstain 7,519,403 2,438,960 175,274 There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2026-06-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to ratify the selection of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, at the remuneration to be determined by the Audit Committee of the Board of Directors was approved by votes as follows: ​ For Against Abstain 12,881,885 158,301 78,853 ​ There were no broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Approval of an Amendment to the Company’s Memorandum of Association at the 2026-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve, by Special Resolution, an amendment to the Company’s Amended and Restated Memorandum of Association relating to the increase of the share capital of the Company was approved by votes as follows: ​ For Against Abstain 9,714,860 282,935 135,842 There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Election of Directors at the 2026-06-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-01 source text: On June 1, 2026, the Company held its Annual General Meeting, at which the following items were voted upon: (1) Election of Directors: The following nominees were elected as directors to serve until the 2027 Annual General Meeting of Shareholders by votes as follows: Nominee For Withhold Kimberly Adamson 10,035,978 97,659 Linda Beidler-D’Aguilar 9,174,617 959,020 Carson K. Ebanks 9,178,367 955,270 Clarence B. Flowers, Jr. 9,194,744 938,893 Maria Elena Giner 10,030,920 102,717 Gerónimo Gutiérrez Fernández 10,024,505 109,132 Frederick W. McTaggart 9,952,911 180,726 Leonard J. Sokolow 6,860,755 3,272,882 Raymond Whittaker ​ 9,174,079 959,558 ​ ​ ​ ​ ​ There were 2,980,402 broker non-votes in the election of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Approval of an Increase in the Authorized Share Capital of the Company at the 2026-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve an increase in the Company’s authorized share capital was approved by votes as follows: For Against Abstain 9,510,806 491,349 131,482 ​ There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Approval of Amendments to the Company’s Articles of Association at the 2026-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve, by Special Resolution, amendments to the Company’s Amended and Restated Articles of Association relating to share repurchases and treasury shares was approved by votes as follows: ​ For Against Abstain 9,979,521 121,835 32,281 There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Non-Binding Advisory Vote on Executive Compensation at the 2026-06-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the proxy statement was approved, and the votes were as follows: ​ For Against Abstain 9,204,562 851,799 77,276 There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm - Shareholder Votes Consolidated Water Co. Ltd. shareholders approved Approval of the Amended and Restated Memorandum of Association and Articles of Association at the 2026-06-01 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-01 source text: The proposal to approve, by Special Resolution, the adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the amendments approved by Special Resolution in Proposals 4 and 5 was approved by votes as follows: ​ For Against Abstain 9,781,615 233,351 118,671 There were 2,980,402 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/928340/000110465926071016/0001104659-26-071016-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.