--- schema_version: "secwatch.filing_event.v1" accession: "0001831651-24-000035" form_type: "8-K" ticker: "SHLS" cik: "0001831651" company_name: "Shoals Technologies Group, Inc." filed_at: "2024-05-06T23:59:59+00:00" generated_at: "2026-06-02T22:22:13.038224+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Shoals shareholders approve board declassification, say-on-pay, and officer exculpation at 2024 annual meeting ## Summary - Elected Class III directors: Brad Forth (83.9M for, 62.3M withheld), Robert Julian (140.6M for), Brandon Moss (140.3M for). - Advisory say-on-pay passed with 120.0M for, 26.0M against, and 72K abstentions. - Board declassification amendment approved (145.9M for, 130K against) to phase-in annual director elections. - Officer exculpation amendment approved (116.1M for, 30.0M against) under revised Delaware law. - Ratification of BDO USA as independent auditor for FY2024 approved (151.1M for, 430K against). ## SEC filing metadata - accession: 0001831651-24-000035 - form_type: 8-K - ticker: SHLS - cik: 0001831651 - company_name: Shoals Technologies Group, Inc. - filed_at: 2024-05-06T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/shls-20240502.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001831651-24-000035 - JSON: https://secwatch.observer/filing/0001831651-24-000035.json - Plain text: https://secwatch.observer/filing/0001831651-24-000035.txt ## Key facts - Shareholder Votes Shoals Technologies Group, Inc. shareholders approved Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers at the 2024-05-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-02 source text: 2. Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers The compensation of the Company’s named executive officers (“say-on-pay”) was approved, on an advisory basis. For Against Abstain Broker Non-Votes 120,049,755 25,980,994 72,282 5,451,076 evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm - Shareholder Votes Shoals Technologies Group, Inc. shareholders approved Election of Class III Directors at the 2024-05-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-02 source text: 1. Election of Class III Directors The Company’s shareholders elected the following nominees for director to serve as Class III directors for a term expiring in 2027 or until their successors shall have been elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm - Shareholder Votes Shoals Technologies Group, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-02 source text: 5. Ratification of Appointment of Independent Registered Public Accounting Firm The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified. For Against Abstain 151,075,109 429,770 49,228 evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm - Shareholder Votes Shoals Technologies Group, Inc. shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company as Permitted by Recent Amendments to Delaware Law at the 2024-05-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-02 source text: 4. Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company as Permitted by Recent Amendments to Delaware Law The Company’s proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law was approved by the shareholders. For Against Abstain Broker Non-Votes 116,070,360 29,960,746 71,925 5,451,076 evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm - Shareholder Votes Shoals Technologies Group, Inc. shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors and Phase-In Annual Director Elections at the 2024-05-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-02 source text: 3. Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors and Phase-In Annual Director Elections The Company’s proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and phase-in annual director elections was approved by the shareholders. For Against Abstain Broker Non-Votes 145,936,803 130,456 35,772 5,451,076 evidence_url: https://www.sec.gov/Archives/edgar/data/1831651/000183165124000035/0001831651-24-000035-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.