Item 5.07 Submission of Matters to a Vote of Security Holders.
SES AI Corporation (the “Company”) held the 2023 Annual Meeting of Stockholders on June 8, 2023 (the “Annual Meeting”), at which stockholders voted on the following four proposals. For more information on the four proposals submitted to stockholders, see the definitive proxy statement for the Annual Meeting (the “Proxy Statement”). Each holder of the Company’s Class A Common Stock was entitled to one vote per share, and each holder of the Company’s Class B Common Stock was entitled to ten (10) votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.
Proposal 1 - Election of directors
The stockholders elected the following three individuals to the Company’s board of directors (the “Board”) to serve as Class I directors until the 2026 Annual Meeting of Stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
Dr. Jiong Ma | 449,668,120 | 13,360,562 | 11,593,294 |
Michael Noonen | 462,513,111 | 515,571 | 11,593,294 |
Eric Luo | 452,887,846 | 10,140,836 | 11,593,294 |
Proposal 2 - Ratification of appointment of KPMG LLP for 2023
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes For | Votes Against | Votes Abstained |
474,379,058 | 106,610 | 136,308 |
Proposal 3 - Approval of the compensation of the Company’s named executive officers in a non-binding, advisory vote
The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
462,906,661 | 96,591 | 25,430 | 11,593,294 |
Proposal 4 - Approval of the frequency of the advisory stockholder vote on the compensation of the Company’s named executive officers in a non-binding, advisory vote
The stockholders voted as follows in a non-binding, advisory vote, the frequency of the advisory stockholder vote on the compensation of the Company’s named executive officers:
One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes |
462,927,860 | 27,693 | 22,209 | 50,920 | 11,593,294 |
In accordance with the recommendation of the Board as set forth in the Proxy Statement and consistent with the stated preference of the Company’s stockholders as noted above, after consideration of the voting results of Proposal No. 4, the Company determined that it will hold future non-binding, advisory votes on named executive officer compensation every one year until the next required vote on such frequency.