{"schema_version":"secwatch.filing_event.v1","accession":"0001558370-24-006391","form_type":"8-K","ticker":"AEIS","cik":"0000927003","company_name":"ADVANCED ENERGY INDUSTRIES INC","filed_at":"2024-05-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.524809+00:00","generated_at":"2026-06-03T03:47:52.445720+00:00","sec_items":["3.03","5.03","9.01","5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Advanced Energy approves officer exculpation charter, updated bylaws at annual meeting","bullets":["Stockholders approved charter amendment to limit personal liability of officers under DGCL; effective April 25, 2024.","Board adopted amended bylaws revising advance notice deadlines, requiring universal proxy compliance, and adding exclusive forum for Securities Act claims.","All 10 director nominees elected; Ernst & Young ratified as auditor; advisory say-on-pay approved.","Bylaws also reduce stock ownership threshold for calling special meetings to 20% of entitled shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001558370-24-006391","json":"https://secwatch.observer/filing/0001558370-24-006391.json","markdown":"https://secwatch.observer/filing/0001558370-24-006391.md","text":"https://secwatch.observer/filing/0001558370-24-006391.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/aeis-20240425x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T03:47:52.445720+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8f2735d0f370db328a11a374dd3fc9a730da56bf","claim":"ADVANCED ENERGY INDUSTRIES INC: Third Amended and Restated By-Laws updating advance notice provisions, forum selection, DGCL alignment, special meeting ownership threshold, and other changes, effective April 25, 2024 (effective 2024-04-25).","evidence_excerpt":"amended and restated the by-laws of the Company (the “Third Amended and Restated By-Laws”), effective immediately upon their adoption. These amendments principally provide for the following: (i) to revise the advance notice requirements and procedures for stockholder proposals and director nominations and to address the universal proxy rules adopted by the SEC","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-04-25"}],"fact_type":"governance_change"},{"claim_id":"a50dd06484e12b3fcaaba06d75f577cedb9f8268","claim":"ADVANCED ENERGY INDUSTRIES INC: Amended and Restated Certificate of Incorporation to limit officer liability and make minor updates, effective April 25, 2024 (effective 2024-04-25).","evidence_excerpt":"stockholders approved an Amended and Restated Certificate of Incorporation of the Company to (i) limit the personal liability of the Company’s officers in light of recent amendments to the Delaware General Corporation Law (“DGCL”) and (ii) make certain other minor, non-substantive updates and improvements","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-04-25"}],"fact_type":"governance_change"},{"claim_id":"33494f67390ff18f13c22fc4295437e5a0ae9a50","claim":"ADVANCED ENERGY INDUSTRIES INC shareholders approved Advisory approval on the compensation of Advanced Energy’s named executive officers at the 2024-04-25 meeting.","evidence_excerpt":"3. Advisory approval on the compensation of Advanced Energy’s named executive officers. The advisory approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, with the following votes tabulated: For Against Abstain Broker Non-Vote 34,361,564 309,087 11,584 1,298,891","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"40350dff67643776bf58f54f1694e859ad00a95b","claim":"ADVANCED ENERGY INDUSTRIES INC shareholders approved Approval of Advanced Energy’s Second Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates at the 2024-04-25 meeting.","evidence_excerpt":"4. Approval of Advanced Energy’s Second Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates. The Second Amended and Restated Certificate of Incorporation was approved, with the following votes tabulated: For Against Abstain Broker Non-Vote 30,580,479 4,067,740 34,016 1,298,891","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"84cc935777c6844fab616e6a954451923c4e2349","claim":"ADVANCED ENERGY INDUSTRIES INC shareholders approved Election of ten (10) directors at the 2024-04-25 meeting.","evidence_excerpt":"The Company held its 2024 Annual Meeting of Stockholders on Thursday, April 25, 2024, to vote on four proposals. The following matters as set forth in the Proxy Statement were voted upon with the results indicated below. 1. Election of ten (10) directors. The following ten nominees were elected to serve as directors of the Company, with the following votes tabulated: For Withhold Broker Non-Vote Grant H. Beard 34,609,484 72,751 1,298,891 Frederick A. Ball 33,660,884 1,009,802 1,310,440 Anne T. DelSanto 34,489,290 192,945 1,298,891 Tina M. Donikowski 34,371,680 310,555 1,298,891 Ronald C. Foster 34,619,868 62,367 1,298,891 Stephen D. Kelley 34,596,033 86,202 1,298,891 Lanesha T. Minnix 34,464,756 217,479 1,298,891 David W. Reed 34,586,258 95,977 1,298,891 John A. Roush 34,457,612 224,623 1,298,891 Brian M. Shirley 34,598,336 83,899 1,298,891","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"94292bac73cb3a5e68831391bf0666e6025c4fe7","claim":"ADVANCED ENERGY INDUSTRIES INC shareholders approved Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2024 at the 2024-04-25 meeting.","evidence_excerpt":"2. Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2024. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 was ratified, with the following votes tabulated: For Against Abstain Broker Non-Vote 35,879,956 95,753 5,417 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000155837024006391/0001558370-24-006391-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-04-25"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}