Good morning, and welcome to ESS Tech, Inc.'s 2026 annual meeting of stockholders. I would like to introduce Harry Quarls, the chairman of the Board of Directors. Mr. Quarls, please go ahead. Good morning, ladies and gentlemen. I'm Harry Quarls, Chairman of the Board of Directors of ESS Tech, Inc., and it is a pleasure to welcome you to ESS Tech's virtual annual meeting of stockholders. As provided in the company bylaws, I will act as chairperson of this meeting. I have asked Kelly Goodman, our Chief Strategy Officer, General Counsel, and Corporate Secretary, to record the minutes of this meeting. Before proceeding further, let me introduce the other directors and director nominees who are in attendance virtually. Drew Buckley, who is a director and our Chief Executive Officer. Also in attendance virtually are the following executive officers. Kate Suhadolnik, our Chief Financial Officer. Also in attendance virtually are Rod Clark, representing KPMG LLP, Rachel Nagashima, representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel, and also Leanna Littleton, also from Wilson Sonsini. Also with us is Louis D. Larson, a representative of Broadridge Financial Solutions, Inc., the Inspector of Election for today's meeting. I will now turn the meeting over to Kelly Goodman, who also will conduct the formal portion of the meeting. Thank you, Harry. Welcome to ESS Tech, Inc.'s 2026 annual meeting. The annual meeting is being held virtually in accordance with the company's by-laws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement, dated April 15th, 2026. After the voting, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. After we complete the formal meeting, there will be an opportunity for the stockholders to ask questions of the company's officers. During the formal meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. I have proof by affidavit that notice of this meeting has been duly given and that the notice of annual meeting of stockholders and notice of internet availability of proxy materials were first sent or given on or about April 15th, 2026, to all stockholders of record as of April 6th, 2026, the record date for the meeting. We have at this meeting a list of the stockholders of record as of that date. The affidavit, together with copies of the notices, proxy statement, and proxies, will be filed with the minutes of the meeting. We have appointed Louis D. Larson, a representative of Broadridge Financial Solutions, Inc., to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has advised me that we have present virtually or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with business. If you have previously submitted your proxy, it is not necessary that you complete another proxy or vote. Those stockholders who have not submitted proxies and who wish to vote remotely, or if you want to change your vote, please follow the instructions provided online. After voting has completed on all matters on the agenda, we will close the polls, and we will announce the preliminary results of the voting at the end of the meeting. It is now 8:04 A.M. on May 29th, 2026, and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of two Class II directors. As disclosed in our proxy statement, Michael Niggli resigned from the board on April 10th, 2026, effective as of today's meeting, and Kyle Teamey is not standing for re-election, and his current term expires today. We would like to thank Mr. Niggli and Mr. Teamey for their dedicated service to the company. Effective as of today's meeting, the size of our board of directors will be reduced from eight to six directors. Accordingly, today will we be electing two Class II directors. Sandeep Nijhawan and Harry Quarls have been nominated by our board of directors for election as a Class II director to hold office until the 2029 annual meeting of stockholders and until their successor is elected and qualified, or until their earlier death, resignation, or removal. The nominees are currently serving as directors of the company. Our board of directors unanimously recommends that stockholders vote for the election of each of these nominees, and the proxy solicited by the board of directors will be voted in favor of each of these nominees. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The second item of business is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Stockholder ratification is not required by the company's bylaws. However, the board is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the appointment of KPMG LLP as our independent registered public accounting firm, the audit committee may reconsider the appointment. Our board of directors unanimously recommends a vote for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2026. The proxy solicited by the board will be voted in favor of this proposal. The third item of business is to approve, on an advisory basis, the compensation of our named executive officers, more commonly known as the say-on-pay proposal. Our board of directors unanimously recommends a vote for the approval on an advisory basis of the compensation of our named executive officers for the year ended December 31st, 2025, as disclosed in our proxy statement. The proxy solicited by the board will be voted in favor of this proposal. If the stockholders do not approve this proposal, our board of directors will reconsider such results when making future compensation decisions. The fourth item of business is to approve on an advisory basis the frequency of future stockholder advisory votes on the compensation of our named executive officers. Stockholders may vote for a frequency of one year, two years, or three years. Our board of directors unanimously recommends that stockholders vote to hold advisory votes on the compensation of our named executive officers every one year, and the proxy solicited by the board will be voted in favor of a one-year frequency. We will now proceed to the question period relating to the four items of business previously described. All questions should be confined to those matters at this time. Any stockholder who has questions should submit their questions by following the instructions on the online meeting site. I will now pause for any questions. We have not received any questions, and I will proceed with online voting. If you are voting today, you must submit your votes online at this time in order for them to be counted by the Inspector of Election. The Inspector of Election will not accept votes or any change or revocation submitted after the closing of the polls. We will now briefly pause to enable those who are voting virtually to finish voting. It is now 8:10 A.M. Pacific Time on May 29th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes and changes or revocations will be accepted. The proxies and votes will be tabulated by the Inspector of Election. At this time, I will ask Harry Quarls to provide a preliminary report on the voting results. Thank you, Kelly. Based upon preliminary information provided by the Inspector of Elections, I can report that Sandeep Nijhawan and Harry Quarls have been elected to the board of directors of the company to serve as Class II directors. The appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2026, has been ratified. The compensation of our named executive officers, as disclosed on the proxy statement, has been approved on an advisory basis. Finally, a one-year frequency for stockholders' advisory vote on the compensation of our named executive officers has been approved on an advisory basis. These are the preliminary results of voting. The final result of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K that will be filed with the SEC. There being no further business to come before this meeting, this annual meeting of stockholders is now adjourned. Thank you for your attendance at the formal portion of the meeting. We will now respond to questions as time allows. I will ask Kelly Goodman to proceed with the question and answer period. Thank you, Harry. At this time, we will proceed with a question and answer period with our stockholders. Before we go any further, I would like to note that during the course of the question and answer period, representatives of the company may make forward-looking statements regarding future events or the future financial performance of the company which involve risks and uncertainties. Such statements are only predictions, and actual events or results could differ materially from those predictions due to a number of factors, risks, and uncertainties, including but not limited to those included in the documents the company files from time to time with the Securities and Exchange Commission, specifically the company's last filed annual report on Form 10-K, which was filed on March 5th, 2026, and the last filed quarterly report on Form 10-Q, which was filed on May 7th, 2026. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. The virtual meeting webcast is now open for stockholder questions or comments. Any stockholder who has questions or comments should submit your questions or comments following the instructions on the online meeting site. I will now pause for any questions. We have not received any questions during this period and will now proceed with closing the meeting. This annual meeting of stockholders is now adjourned. I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. We very much appreciate your attendance, and as always, thank you for your support. This concludes the meeting. You may now disconnect and have a pleasant day.
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