UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2025, Emeren Group Ltd (the “Company”) held a general meeting (the “Meeting”) of its shareholders to consider the three proposals described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 14, 2025. The three proposals related to the following:
| · | Proposal No. 1: to authorize and approve the Agreement and Plan of Merger dated June 18, 2025, as amended by an amendment agreement dated September 2, 2025 (the “Merger Agreement”), by and among Shurya Vitra Ltd. (“Parent”), Emeren Holdings Ltd., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the articles of merger and the plan of merger to be filed with the Registrar of Corporate Affairs of the British Virgin Islands in order to give effect to the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company and a wholly owned subsidiary of Parent, and any and all transactions contemplated by the Merger Agreement (the “Merger Agreement Proposal”); |
| · | Proposal No. 2: to authorize and approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger be (the “Advisory Compensation Proposal”); and |
| · | Proposal No. 3: to adjourn the Meeting, if necessary or appropriate, in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Meeting to approve the Merger Agreement Proposal and the Advisory Compensation Proposal (the “Adjournment Proposal”). |
The Merger Agreement Proposal was approved, with 92.8% of the votes cast in favor of the proposal, as follows:
| For | Against | Abstain | Broker Non-Votes |
| 255,113,810 | 19,948,850 | 403,140 | 0 |
The Advisory Compensation Proposal was approved, with 91.1% of the votes cast in favor of the proposal, as follows:
| For | Against | Abstain | Broker Non-Votes |
| 250,033,000 | 24,555,340 | 607,580 | 0 |
Because the Merger Agreement Proposal and the Advisory Compensation Proposal were approved, it was not necessary to address the Adjournment Proposal.
No other business properly came before the Meeting.
Item 8.01 Other Events.
The document attached as Exhibit 99.1 to this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits Index
| Exhibit No. | Description | |
| 99.1 | Press Release of Emeren Group Ltd, issued on December 9, 2025 | |
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is 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.
| EMEREN GROUP LTD | ||
| Date: December 10, 2025 | By: | /s/ Ke Chen |
| Ke Chen | ||
| Chief Financial Officer | ||