SMR 8-K/A
NUSCALE POWER Corp (SMR)
8-K/A
2025-05-30
For: 2025-05-23
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K/A
(Amendment No. 1)
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
| (Address of principal executive offices) | (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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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 Amendment No. 1 to the Current Report on Form 8-K (this "Amendment") is being filed as an amendment to the Current Report on Form 8-K filed by NuScale Power Corporation (the "Company") with the Securities and Exchange Commission on May 28, 2025 (the "Original 8-K"). Under Item 5.07, the Original 8-K reported the final voting results of the Company's Annual Meeting of Stockholders held on May 23, 2025 (the "2025 Annual Meeting"). The purpose of this Amendment is to amend Item 5.07 of the Original 8-K to disclose the number of broker non-votes for each matter voted upon at the 2025 Annual Meeting, as applicable, and to state the number of votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions, for the vote on the frequency of stockholder advisory votes on executive compensation. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
The results of the votes on the five matters considered at the 2025 Annual Meeting are as follows. Each of the proposals received the requisite vote for approval.
1.To elect the following directors:
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Alan L. Boeckmann | 177,501,090 | 1,354,257 | 34,144,884 | ||||||||
| Bum-Jin Chung | 178,284,320 | 571,027 | 34,144,884 | ||||||||
| Alvin C. Collins, III | 169,988,415 | 8,866,932 | 34,144,884 | ||||||||
| Shinji Fujino | 178,465,358 | 389,989 | 34,144,884 | ||||||||
| John L. Hopkins | 178,418,065 | 437,282 | 34,144,884 | ||||||||
| Kent Kresa | 177,344,875 | 1,510,472 | 34,144,884 | ||||||||
| Diana J. Walters | 178,452,650 | 402,697 | 34,144,884 | ||||||||
| Kimberly O. Warnica | 171,918,751 | 6,936,596 | 34,144,884 | ||||||||
2. To approve executive compensation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 174,826,399 | 3,584,552 | 444,396 | 34,144,884 | |||||||||||
3. To approve frequency of executive compensation.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||||||||||
| 177,338,121 | 504,700 | 772,462 | 240,064 | |||||||||||
4. To Amend the Company's Certificate of Incorporation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 177,878,560 | 439,428 | 537,359 | 34,144,884 | |||||||||||
5 To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 211,758,201 | 609,366 | 632,664 | — | |||||||||||
SIGNATURE
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.
| NuScale Power Corporation | ||||||||||||||||||||||||||
| Date: May 30, 2025 | By: | /s/ R. Ramsey Hamady | ||||||||||||||||||||||||
| Name: | R. Ramsey Hamady | |||||||||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||||||||