erii-20200716
0001421517False00014215172020-07-162020-07-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 16, 2020


ENERGY RECOVERY, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware001-3411201-0616867
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1717 Doolittle Drive, San Leandro, California 94577
(Address of Principal Executive Offices) (Zip Code)

(510) 483-7370
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareERIIThe 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 of Security Holders.

Energy Recovery, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on July 16, 2020 to (i) elect two Class III members of the Board of Directors, (ii) approve the Energy Recovery, Inc. 2020 Incentive Plan, (iii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm; and (iv) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

As of May 21, 2020, the record date for the Annual Meeting, there were 55,630,374 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 43,907,965 shares of common stock, or approximately 79%, were represented in person or by proxy, constituting a quorum.

The final results for the proposals voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Class III Directors.

The stockholders elected two Class III Directors of the Company’s Board of Directors to serve for a three-year term until the 2023 Annual Meeting or until their respective successors are elected and qualified or until their earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote:

Nominee for Class III DirectorVotes For (% of Voted)Withheld (% of Voted)Broker Non-Votes
Alexander J. Buehler34,699,666 (97.4%)931,082 (2.6%)8,277,217
Robert Yu Lang Mao27,671,282 (77.7%)7,959,466 (22.3%)8,277,217

Proposal 2 – Approval of the Energy Recovery, Inc. 2020 Incentive Plan.

This proposal was approved. The following table shows the results of the stockholders’ vote:

Votes For (% of Voted)Votes Against (% of Voted)AbstentionsBroker Non-Votes
28,262,106 (79.4%)7,321,394 (20.6%)47,2488,277,217

Proposal 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

This proposal was approved. The following table shows the results of the stockholders’ vote:

Votes For (% of Voted)Votes Against (% of Voted)Abstentions
43,400,458 (99.7%)141,502 (0.3%)366,005

Proposal 4 – Non-Binding Advisory Vote on Executive Compensation.

This proposal was approved. The following table shows the results of the stockholders’ vote:

Votes For (% of Voted)Votes Against (% of Voted)AbstentionsBroker Non-Votes
33,305,397 (97.7%)792,312 (2.3%)1,533,0398,277,217




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.


Energy Recovery, Inc.
Date:July 17, 2020By:/s/ William Yeung
William Yeung
Chief Legal Officer


v3.20.2
Cover
Jul. 16, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 16, 2020
Entity Incorporation, State or Country Code DE
Entity File Number 001-34112
Entity Tax Identification Number 01-0616867
Entity Address, Address Line One 1717 Doolittle Drive
Entity Address, City or Town San Leandro
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94577
City Area Code 510
Local Phone Number 483-7370
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol ERII
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001421517
Amendment Flag false
Entity Registrant Name ENERGY RECOVERY, INC.