HA Sustainable Infrastructure Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HASI
Finance/Investors Services
Finance
United States
Securities and Exchange Commission
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2026 (June 3, 2026)
(Exact Name of Registrant as Specified In Its Charter)
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(410 ) 571-9860
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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).
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| Item 5.07 | Submission of Matters to a Vote of Securities Holders. | ||||
(a)The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 3, 2026, at which 113,908,030 shares of the Company’s common stock were represented in person or by proxy representing approximately 88.70% of the issued and outstanding shares of the Company’s common stock entitled to vote.
(b)At the Annual Meeting, the Company’s stockholders (i) elected the ten directors below to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) approved, on a non-binding, advisory basis the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in the Company's 2026 Proxy Statement. The proposals are described in detail in the Company’s 2026 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
(i)The voting results with respect to the election of each director were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Jeffrey W. Eckel | 98,930,900 | 3,532,660 | 11,444,470 | |||||||||||||||||
| Lizabeth A. Ardisana | 100,985,445 | 1,478,115 | 11,444,470 | |||||||||||||||||
| Clarence D. Armbrister | 99,150,185 | 3,313,375 | 11,444,470 | |||||||||||||||||
| Teresa M. Brenner | 98,482,365 | 3,981,195 | 11,444,470 | |||||||||||||||||
| Nancy C. Floyd | 101,865,917 | 597,643 | 11,444,470 | |||||||||||||||||
| Jeffrey A. Lipson | 101,539,655 | 923,905 | 11,444,470 | |||||||||||||||||
| Steven G. Osgood | 99,928,148 | 2,535,412 | 11,444,470 | |||||||||||||||||
| Kimberly A. Reed | 99,374,185 | 3,089,375 | 11,444,470 | |||||||||||||||||
| Laura A. Schulte | 101,592,970 | 870,590 | 11,444,470 | |||||||||||||||||
| Barry E. Welch | 101,974,981 | 488,579 | 11,444,470 | |||||||||||||||||
(ii)The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows:
| Votes For | Votes Against | Abstain | ||||||||||||
| 104,644,682 | 9,092,807 | 170,541 | ||||||||||||
(iii)The voting results with respect to a non-binding advisory vote on executive compensation were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 93,149,195 | 9,067,144 | 247,221 | 11,444,470 | |||||||||||||||||
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.
| HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. | |||||
| By: | /s/ Christy L. Freer-Greene | ||||
| Christy L. Freer-Greene | |||||
| Senior Managing Director and Chief Legal Officer | |||||
Date: June 5, 2026