---
schema_version: "secwatch.filing_event.v1"
accession: "0001819142-23-000060"
form_type: "8-K"
ticker: "SES"
cik: "0001819142"
company_name: "SES AI Corp"
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:11:03.157234+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# SES AI shareholders elect three Class I directors, ratify KPMG, approve say-on-pay at June 8 meeting

## Summary
- Dr. Jiong Ma, Michael Noonen, Eric Luo elected as Class I directors; each received over 449M votes for.
- KPMG LLP ratified as independent auditor for FY 2023 with 474.4M votes for, 106k against.
- Non-binding advisory vote on named executive officer compensation passed with 462.9M votes for.
- Stockholders selected one-year frequency for future say-on-pay votes; company will hold annual votes.

## SEC filing metadata
- accession: 0001819142-23-000060
- form_type: 8-K
- ticker: SES
- cik: 0001819142
- company_name: SES AI Corp
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/0001819142-23-000060-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/ses-20230608x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001819142-23-000060
- JSON: https://secwatch.observer/filing/0001819142-23-000060.json
- Plain text: https://secwatch.observer/filing/0001819142-23-000060.txt

## Key facts
- Shareholder Votes
  SES AI Corp shareholders approved Approval of the compensation of the Company's named executive officers in a non-binding, advisory vote. at the 2023-06-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 3 - Approval of the compensation of the Company ’ s named executive officers in a non-binding, advisory vote ​ The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers. ​ Votes For Votes Against Votes Abstained Broker Non-Votes 462,906,661 96,591 25,430 11,593,294
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/0001819142-23-000060-index.htm
- Shareholder Votes
  SES AI Corp shareholders approved Election of directors at the 2023-06-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 1 - Election of directors ​ The stockholders elected the following three individuals to the Company’s board of directors (the “Board”) to serve as Class I directors until the 2026 Annual Meeting of Stockholders: ​ ​ Votes For Votes Withheld Broker Non-Votes Dr. Jiong Ma 449,668,120 13,360,562 11,593,294 Michael Noonen 462,513,111 515,571 11,593,294 Eric Luo 452,887,846 10,140,836 11,593,294
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/0001819142-23-000060-index.htm
- Shareholder Votes
  SES AI Corp shareholders approved Ratification of appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 2 - Ratification of appointment of KPMG LLP for 2023 ​ The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. ​ Votes For Votes Against Votes Abstained 474,379,058 106,610 136,308
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/0001819142-23-000060-index.htm
- Shareholder Votes
  SES AI Corp shareholders approved Approval of the frequency of the advisory stockholder vote on the compensation of the Company's named executive officers in a non-binding, advisory vote. at the 2023-06-08 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 4 - Approval of the frequency of the advisory stockholder vote on the compensation of the Company ’ s named executive officers in a non-binding, advisory vote ​ The stockholders voted as follows in a non-binding, advisory vote, the frequency of the advisory stockholder vote on the compensation of the Company’s named executive officers: ​ One Year Two Years Three Years Votes Abstained Broker Non-Votes 462,927,860 27,693 22,209 50,920 11,593,294
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819142/000181914223000060/0001819142-23-000060-index.htm

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