UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 18, 2025

Nextracker Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41617	36-5047383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 270-2500

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 (see General Instruction A.2. below):

☐ 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 class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, par value $0.0001	NXT	The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On August 18, 2025, Nextracker Inc. (the “Company”) held the annual meeting of stockholders (the “Annual Meeting”) via virtual webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 25, 25025 (the “Proxy Statement”). A total of 133,241,716 shares of the Company’s Class A common stock were present or represented by proxy at the Annual Meeting, representing 90.12% of the voting power of the shares of Class A common stock outstanding as of the close of business on June 23, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were each entitled to one vote for each share held as of the close of business on the record date.

The following are the voting results on the three proposals considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement.

Proposal 1. Election of Directors

The following nominees were elected to serve as the Class III directors until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director’s earlier death, resignation or removal, based on the following results of voting:

Nominee	For	Withhold	Broker Non-Votes
Jeffrey Guldner	94,618,920	32,664,572	5,958,224
Monica Karuturi	126,318,047	965,445	5,958,224
Brandi Thomas	122,878,553	4,404,939	5,958,224

Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm

The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2026 was ratified based on the following results of voting:

Votes For	Votes Against	Abstentions	Broker Non-Votes
132,712,929	157,068	371,719	N/A

Proposal 3. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The results of the advisory vote regarding the Company’s fiscal year 2025 executive compensation as disclosed in the Proxy Statement were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
102,259,632	24,905,312	118,548	5,958,224

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.

Nextracker Inc.
By:	/s/ Bruce Ledesma
	Bruce Ledesma
	Chief Legal & Compliance Officer

Date: August 18, 2025