Form 8-K T1 Energy Inc. For: Jun 17
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
Registrant’s
telephone number, including area code:
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
T1 Energy Inc. (the “Company”) held its annual meeting of stockholders virtually on June 17, 2026 (the “Annual Meeting”). The following matters were submitted to a vote of the stockholders, the results of which were as follows:
Proposal 1 - Election of directors to serve for a one-year term of office expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Daniel Barcelo | 169,788,106 | 526,982 | 9,083,899 | 35,889,638 | ||||||||||||
| W. Richard Anderson | 169,183,102 | 1,132,846 | 9,083,039 | 35,889,638 | ||||||||||||
| Todd Jason Kantor | 168,609,572 | 1,811,704 | 8,977,711 | 35,889,638 | ||||||||||||
| David J. Manners | 169,808,824 | 361,955 | 9,228,208 | 35,889,638 | ||||||||||||
| Peter Matrai | 169,909,502 | 408,111 | 9,081,374 | 35,889,638 | ||||||||||||
| Daniel Artemus Steingart | 169,773,215 | 545,254 | 9,080,518 | 35,889,638 | ||||||||||||
| Jessica Wirth Strine | 168,225,962 | 1,975,259 | 9,197,766 | 35,889,638 | ||||||||||||
| Robert Hammond | 169,850,031 | 464,953 | 9,084,003 | 35,889,638 | ||||||||||||
Proposal 2 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| For | Against | Abstain | ||
| 205,607,451 | 377,828 | 9,303,346 |
Proposal 3 - Advisory vote on the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 141,112,507 | 29,205,540 | 9,080,940 | 35,889,638 |
Proposal 4 - To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), of the Company from 500,000,000 shares to 1,000,000,000 shares.
| For | Against | Abstain | ||
| 201,655,975 | 4,374,341 | 9,258,309 |
Item 8.01 Other Events.
Certificate of Amendment
At the Annual Meeting, the Company’s stockholders voted to approve an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 shares to 1,000,000,000 shares.
A detailed description of the Amendment was set forth in Proposal 4 in the Company’s Definitive Proxy Statement on Schedule 14A filed on May 18, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company’s Board of Directors previously approved the Amendment, and it will become effective at 12:01 a.m. Eastern Time on June 18, 2026, following the filing of the Certificate of Amendment with the Delaware Secretary of State on June 17, 2026.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| T1 ENERGY INC. | ||
| Date: June 17, 2026 | By: | /s/ Evan Calio |
| Name: | Evan Calio | |
| Title: | Chief Financial Officer | |
3
ATTACHMENTS / EXHIBITS