---
schema_version: "secwatch.filing_event.v1"
accession: "0001421517-26-000058"
form_type: "8-K"
ticker: "ERII"
cik: "0001421517"
company_name: "Energy Recovery, Inc."
filed_at: "2026-06-05T21:35:57+00:00"
generated_at: "2026-06-08T10:05:44.759672+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Annual meeting passes; incentive plan approved with tight 53.5% vote; CEO vacancy remains

## Summary
- All four proposals passed at June 4, 2026 annual meeting with 85.3% quorum.
- Amendment to 2020 Incentive Plan approved with 53.5% for, 44.9% against – unusually close.
- Say-on-pay approved 83.3%; auditor Deloitte ratified 99.3%.
- All five director nominees elected; votes ranged from 84.5% to 95.2% support.
- CEO David Moon resigned May 26, 2026; board has one vacancy not filled at meeting.

## SEC filing metadata
- accession: 0001421517-26-000058
- form_type: 8-K
- ticker: ERII
- cik: 0001421517
- company_name: Energy Recovery, Inc.
- filed_at: 2026-06-05T21:35:57+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1421517/000142151726000058/0001421517-26-000058-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1421517/000142151726000058/erii-20260604.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001421517-26-000058
- JSON: https://secwatch.observer/filing/0001421517-26-000058.json
- Plain text: https://secwatch.observer/filing/0001421517-26-000058.txt

## Key facts
- Shareholder Votes
  Energy Recovery, Inc. shareholders approved Election of five directors at the 2026-06-04 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: The stockholders elected five (5) Directors of the Board to serve for a one-year term until the Company’s 2027 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote: Nominee for Director Votes For (% of Voted) Votes Withheld (% of Voted) Broker Non-Votes Alexander J. Buehler 37,636,259 (95.2%) 1,895,105 (4.8%) 4,841,120 Joan K. Chow 35,783,686 (90.5%) 3,747,588 (9.5%) 4,841,120 Arve Hanstveit 33,420,812 (84.5%) 6,110,462 (15.5%) 4,841,120 Colin R. Sabol 34,796,608 (88.0%) 4,734,666 (12.0%) 4,841,120 Pamela L. Tondreau 36,252,555 (91.7%) 3,278,719 (8.3%) 4,841,120
  evidence_url: https://www.sec.gov/Archives/edgar/data/1421517/000142151726000058/0001421517-26-000058-index.htm
- Shareholder Votes
  Energy Recovery, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-04 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. This proposal was approved. The following table shows the results of the stockholders’ vote: Votes For (% of Voted) Votes Against (% of Voted) Abstentions (% of Voted) 44,082,317 (99.3%) 165,057 (0.4%) 125,020 (0.3%)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1421517/000142151726000058/0001421517-26-000058-index.htm
- Shareholder Votes
  Energy Recovery, Inc. shareholders approved Non-Binding Advisory Vote on Executive Compensation at the 2026-06-04 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal 2 – Non-Binding Advisory Vote on Executive Compensation. This proposal was approved. The following table shows the results of the stockholders’ vote: Votes For (% of Voted) Votes Against (% of Voted) Abstentions (% of Voted) Broker Non-Votes 32,938,286 (83.3%) 5,770,350 (14.6%) 822,638 (2.1%) 4,841,120
  evidence_url: https://www.sec.gov/Archives/edgar/data/1421517/000142151726000058/0001421517-26-000058-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.