shls-20240502

Shoals Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39942

85-3774438

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1400 Shoals Way

Portland

Tennessee

37148

(Address of principal executive offices)

(Zip Code)

(615)

451-1400

(Registrant’s telephone number, including area code)

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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.00001 Par Value

SHLS

Nasdaq Global Market

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).

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. ☐

On May 2, 2024, Shoals Technologies Group, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on March 22, 2024. The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below.

The Company’s shareholders elected the following nominees for director to serve as Class III directors for a term expiring in 2027 or until their successors shall have been elected and qualified.


Name	For	Withheld	Broker Non-Votes
Brad Forth	83,850,474	62,252,557	5,451,076
Robert Julian	140,622,962	5,480,069	5,451,076
Brandon Moss	140,343,241	5,759,790	5,451,076

2. Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers

The compensation of the Company’s named executive officers (“say-on-pay”) was approved, on an advisory basis.

3. Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors and Phase-In Annual Director Elections

The Company’s proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and phase-in annual director elections was approved by the shareholders.

4. Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company as Permitted by Recent Amendments to Delaware Law

The Company’s proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law was approved by the shareholders.

The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified.

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.


Shoals Technologies Group, Inc.

By:	/s/ Mehgan Peetz
	Name:	Mehgan Peetz
	Title:	Chief Legal Officer


For	Against	Abstain	Broker Non-Votes
120,049,755	25,980,994	72,282	5,451,076


For	Against	Abstain	Broker Non-Votes
145,936,803	130,456	35,772	5,451,076


For	Against	Abstain	Broker Non-Votes
116,070,360	29,960,746	71,925	5,451,076


For	Against	Abstain
151,075,109	429,770	49,228