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Bloom Energy Corp 8-K Report, Bylaw Amendment (May 27, 2026)

Filed May 27, 2026For Securities:BE

Summary

Bloom Energy Corporation (BE) announced significant updates following its 2026 Annual Meeting of Stockholders. The company's stockholders approved amendments to its Restated Certificate of Incorporation, which became effective on May 26, 2026. These amendments include provisions for officer exculpation under Delaware law and the removal of outdated references to Class B common stock, aimed at modernizing the corporate charter and mitigating certain executive risks. Furthermore, the meeting saw the successful election of four Class II Directors to the Board for three-year terms, with strong support for incumbent directors like Jeffrey Immelt and Jim Snabe. Stockholders also overwhelmingly approved, on an advisory basis, the compensation of the company's named executive officers for fiscal year 2025 and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. These outcomes suggest continued confidence in the company's leadership, compensation practices, and audit oversight.

Key Highlights

  • 1Bloom Energy Corporation's stockholders approved amendments to the company's Restated Certificate of Incorporation.
  • 2The approved amendments include provisions for officer exculpation under Delaware law.
  • 3Outdated references to Class B common stock have been removed from the Restated Certificate of Incorporation.
  • 4The Charter Amendments became effective on May 26, 2026, upon filing with the Delaware Secretary of State.
  • 5Four Class II Directors were elected to the Board of Directors for three-year terms.
  • 6Stockholders approved, on an advisory basis, the compensation of named executive officers for fiscal year 2025.
  • 7Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Frequently Asked Questions

The key changes include adding provisions for officer exculpation, which protects certain officers from personal liability in specific circumstances as permitted by Delaware law, and removing outdated references to Class B common stock. These changes aim to modernize the company's governance documents and address potential executive risks.

Four Class II Directors were elected to three-year terms. The elected directors were Barbara Burger, Jeffrey Immelt, Jim Snabe, and Eddy Zervigon. Their terms will expire at the 2029 Annual Meeting of Stockholders or until their successors are elected.

The proposal to approve, on an advisory basis, the compensation of the company's named executive officers for fiscal year 2025 was approved by the stockholders. This indicates general shareholder support for the compensation structures in place.

Deloitte & Touche LLP has been ratified by the stockholders to serve as Bloom Energy's independent registered public accounting firm for the fiscal year ending December 31, 2026. This is a routine ratification of the audit firm.