--- schema_version: "secwatch.filing_event.v1" accession: "0001758766-23-000088" form_type: "8-K" ticker: "STEM" cik: "0001758766" company_name: "STEM, INC." filed_at: "2023-06-07T23:59:59+00:00" generated_at: "2026-06-14T05:57:13.236919+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Stem Inc. shareholders reject three governance proposals at annual meeting ## Summary - Directors Daley, Tammineedi, Troe elected with ~59M votes each; 34.5M broker non-votes. - Proposal to declassify board over five years failed (61.9M for, needed 66 2/3% of outstanding). - Proposal to eliminate supermajority vote requirements also failed (61.3M for, needed 66 2/3%). - Auditor ratification passed (96.6M for); advisory say-on-pay passed (46.4M for, 15.8M against). ## SEC filing metadata - accession: 0001758766-23-000088 - form_type: 8-K - ticker: STEM - cik: 0001758766 - company_name: STEM, INC. - filed_at: 2023-06-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/stem-20230607.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001758766-23-000088 - JSON: https://secwatch.observer/filing/0001758766-23-000088.json - Plain text: https://secwatch.observer/filing/0001758766-23-000088.txt ## Key facts - Shareholder Votes STEM, INC. shareholders approved Election of three Class II directors at the 2023-06-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-07 source text: Proposal 1 – Election of Directors. The following Class II director nominees were elected for a three-year term, or until their respective successors are duly elected and qualified: Name Votes For Votes Withheld Broker Non-Votes Adam E. Daley 59,179,725 3,354,997 34,512,214 Anil Tammineedi 58,445,467 4,089,255 34,512,214 Lisa L. Troe 58,738,115 3,796,607 34,512,214 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - Shareholder Votes STEM, INC. shareholders rejected Amendment and restatement of Certificate of Incorporation to eliminate supermajority voting requirements to amend Certificate of Incorporation and Bylaws at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-07 source text: Proposal 3 – Amendment and Restatement of our Certificate of Incorporation to Eliminate Supermajority Voting Requirements to Amend our Certificate of Incorporation and Bylaws. Proposal 3 did not receive the required affirmative vote of at least 66 2⁄3% of the Company’s outstanding shares of common stock entitled to vote. 3 Votes For Votes Against Abstentions Broker Non-Votes 61,339,559 886,885 308,278 34,512,214 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - Shareholder Votes STEM, INC. shareholders rejected Amendment and restatement of Certificate of Incorporation to limit the liability of certain officers of the Company in accordance with recent amendments to Delaware law at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-07 source text: Proposal 4 – Amendment and Restatement of our Certificate of Incorporation to Limit the Liability of Certain Officers of the Company, in accordance with Recent Amendments to Delaware Law. Proposal 4 did not receive the required affirmative vote of at least 66 2⁄3% of the Company’s outstanding shares of common stock entitled to vote. Votes For Votes Against Abstentions Broker Non-Votes 52,647,678 9,609,548 277,496 34,512,214 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - Shareholder Votes STEM, INC. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-07 source text: Proposal 5 – Ratification of Independent Auditor for 2023. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 96,553,592 366,142 127,202 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - Shareholder Votes STEM, INC. shareholders approved Advisory vote on executive compensation at the 2023-06-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-07 source text: Proposal 6 – Advisory Vote on Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 46,437,195 15,778,304 319,223 34,512,214 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm - Shareholder Votes STEM, INC. shareholders rejected Amendment and restatement of Certificate of Incorporation to declassify Board of Directors over a five-year period at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-07 source text: Proposal 2 – Amendment and Restatement of our Certificate of Incorporation to Declassify our Board of Directors over a Five-year Period. Proposal 2 did not receive the required affirmative vote of at least 66 2⁄3% of the Company’s outstanding shares of common stock entitled to vote. Votes For Votes Against Abstentions Broker Non-Votes 61,900,202 417,858 216,662 34,512,214 evidence_url: https://www.sec.gov/Archives/edgar/data/1758766/000175876623000088/0001758766-23-000088-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.