8-K/A
Energy Vault Holdings, Inc. (NRGV)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported): May 25, 2023
| Energy Vault Holdings, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in charter) | ||
| Delaware | 001-39982 | 85-3230987 |
| --- | --- | --- |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification Number) |
4360Park Terrace Drive**, Suite100**
Westlake Village,California, 91361
(Address of principal executive offices,including zip code)
(805)
852-0000
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed sincelast 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br> (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the<br> Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br> 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 |
|---|---|---|
| Common Stock, par value $0.0001 per share | NRGV | New York Stock Exchange |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
x 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. ¨
Explanatory Note
This Current Report on Form 8-K/A is being filed by Energy Vault Holdings, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on May 25, 2023 to announce the preliminary results of the Annual Meeting of Stockholders. This Amendment is being filed to disclose the final voting results received from the independent inspector of election for the Annual Meeting of Stockholders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2023, Company held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the final results of those votes, as informed on May 26, 2023 by the independent inspector of election of the Annual Meeting of Stockholders, were as follows:
Proposal 1 - Election of Class II Directors
| VotesFor | VotesWithheld | BrokerNon-Votes | |
|---|---|---|---|
| Zia Huque | 90,542,664 | 1,632,886 | 19,672,794 |
| Theresa Fariello | 92,052,529 | 123,021 | 19,672,794 |
| Thomas Ertel | 88,384,944 | 3,790,606 | 19,672,794 |
Proposal 2 - Ratification of the appointment of BDO USA, LLP asour independent registered public accounting firm for the fiscal year ending December 31, 2023
| VotesFor | VotesAgainst | VotesAbstaining | BrokerNon-Votes |
|---|---|---|---|
| 111,736,415 | 51,928 | 60,001 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY VAULT HOLDINGS, INC. | ||
|---|---|---|
| Date: May 26, 2023 | By: | /s/ Josh McMorrow |
| Josh McMorrow | ||
| Chief Legal Officer |