8-K - ZEO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):August 5, 2025

ZEO ENERGY CORP.

(Exact name of registrant as specified in itscharter)

Delaware	001-40927	98-1601409
(State or other jurisdiction <br><br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7625 Little Rd, Suite 200A,New Port Richey, FL	34654
---	---
(Address of principal executive offices)	(Zip Code)

(727) 375-9375

(Registrant’s telephone number, includingarea code)

N/A

(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 (see General Instruction A.2. below):

☐	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
Class A Common Stock, par value $0.0001 per share	ZEO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment	ZEOWW	The Nasdaq Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote ofSecurity Holders

On August 5, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Zeo Energy Corp. (the “Company”), of the Company’s 22,824,845 shares of Class A Common Stock and 26,480,000 shares of Class V Common Stock, representing an aggregate of 49,304,845 shares of Common Stock issued and outstanding and eligible to vote as of the record date of June 6, 2025, a quorum of 47,636,516 shares of Common Stock, or approximately 96.7% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement filed with the Securities and Exchange Commission on June 24, 2025. The following actions were taken at the Annual Meeting:

1.	The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 annual meeting of stockholders or until his/her earlier resignation or removal. The number of shares that were voted for the election of each director, that were withheld for the election of each director, and the number of broker non-votes for each director is summarized in the table below:
Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
---	---	---	---	---	---	---
Timothy Bridgewater		47,320,003		16,702		299,811
Dr. Abigail M. Allen		47,329,800		6,905		299,811
James P. Bensen		47,329,779		6,926		299,811
Neil Bush		47,329,769		6,936		299,811
Mark M. Jacobs		47,329,770		6,935		299,811
2.	Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval, in accordance with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s Class A Common Stock equal to or in excess of 20% of (i) the number of outstanding shares of Class A Common Stock and Class V Common Stock, or (ii) the outstanding voting power, in connection with transactions other than a public offering. The number of shares that voted for, against, and abstained from voting for this proposal, and the number of broker non-votes, is summarized in the table below:
---	---
Votes For		Votes Against		Votes Abstained		Broker Non-Votes
---	---	---	---	---	---	---	---
	41,798,306		5,528,389		10,010		299,811

Proposal No. 2 was approved by a majority of the votes cast.

3.	Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
Votes For		Votes Against		Votes Abstained
---	---	---	---	---	---
	47,604,351		27,624		4,541

Proposal No. 3 was approved by a majority of the votes cast.

4.	Proxies were solicited on behalf of the Board and a vote by ballot was taken for and the adjournment of the Annual Meeting to the extent there were insufficient proxies at the Annual Meeting to approve any one or more of the foregoing proposals. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
Votes For		Votes Against		Votes Abstained
---	---	---	---	---	---
	47,550,794		78,207		7,515

Proposal No. 4 was approved by a majority of the votes cast.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 8, 2025	Zeo Energy Corp.
	By:	/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer