8-K

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): June 7, 2023

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

(Exact Name of Registrant as Specified In Its Charter)

Maryland	001-35877	46-1347456
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Park Place, Suite 200 Annapolis,

Maryland 21401

(Address of principal executive offices)

(410) 571-9860

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	HASI	New York Stock Exchange

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 Securities Holders.

(a)The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 7, 2023, at which 80,978,728 shares of the Company’s common stock were represented in person or by proxy representing approximately 88.2% of the issued and outstanding shares of the Company’s common stock entitled to vote.

(b)At the Annual Meeting, the Company’s stockholders (i) elected the eleven directors below to serve on the Company’s board of directors until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, (iii) approved the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in the 2023 Proxy Statement, and (iv) approved holding the advisory vote on the compensation of the Company's named executive officers with a frequency of every year. The proposals are described in detail in the Company’s 2023 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

(i)The voting results with respect to the election of each director were as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
Jeffrey W. Eckel	67,441,703	4,124,319	9,412,706
Lizabeth A. Ardisana	71,058,076	507,946	9,412,706
Clarence D. Armbrister	69,456,332	2,109,690	9,412,706
Teresa M. Brenner	68,733,141	2,832,881	9,412,706
Michael T. Eckhart	69,067,904	2,498,118	9,412,706
Nancy C. Floyd	71,151,218	414,804	9,412,706
Jeffrey A. Lipson	70,962,671	603,351	9,412,706
Charles M. O'Neil	69,109,429	2,456,593	9,412,706
Richard J. Osborne	70,250,667	1,315,355	9,412,706
Steven G. Osgood	70,091,688	1,474,334	9,412,706
Kimberly A. Reed	71,271,426	294,596	9,412,706

(ii)The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:

Votes For	Votes Against	Abstain
74,104,745	6,788,862	85,121

(iii)The voting results with respect to a non-binding advisory vote on executive compensation were as follows:

Votes For	Votes Against	Abstain	Broker Non-Votes
61,260,385	9,170,277	1,135,360	9,412,706

(iv)The voting results with respect to a non-binding advisory vote regarding how frequently we should seek an advisory vote on the compensation of our Named Executive Officers:

Every year	Every two years	Every three years	Abstain
71,238,601	70,149	162,045	95,227

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.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
By:	/s/ Steven L. Chuslo
	Steven L. Chuslo
	Executive Vice President and Chief Legal Counsel

Date: June 7, 2023

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Cover Page	Jun. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2023
Entity Registrant Name	Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Entity Central Index Key	0001561894
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35877
Entity Tax Identification Number	46-1347456
Entity Address, Address Line One	One Park Place
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Annapolis
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21401
City Area Code	410
Local Phone Number	571-9860
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	HASI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false