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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 1, 2024

 

 

 

EMEREN GROUP LTD

(Exact name of Registrant as Specified in Its Charter)

 

 

 

British Virgin Islands 001-33911 N/A

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

149 Water Street, Suite 302

Norwalk, Connecticut , U.S.A.

06854
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +1 925-425-7335

 

(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 Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
American depositary shares, each representing 10 shares, no par value per share   SOL   The 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 Security Holders.

 

On November 1, 2024, Emeren Group Ltd (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s shareholders voted on: (i) the appointment of Mr. Ramakrishnan Srinivasan as a director of the Company following his appointment as a director by the Board of Directors in accordance with the Company’s articles of association; (ii) the re-election of Martin Bloom and Yumin Liu, who are each offering himself for re-election, in accordance with the Company’s articles of association to hold office until a successor is duly elected and qualified; (iii) an advisory vote to approve the compensation of our named executive officers as disclosed in the Company’s definitive Proxy Statement, dated September 17, 2024, for the 2024 Annual Meeting (the “2024 Proxy Statement”); (iv) an advisory vote on the frequency of future advisory shareholder votes on the compensation of our named executive officers; and (v) ratification of the appointment of UHY LLP as our independent registered public accounting firm and auditors for 2024, as disclosed in the 2024 Proxy Statement.

 

The appointment of Mr. Ramakrishnan Srinivasan as a director of the Company following his appointment as a director by the Board of Directors in accordance with the Company’s articles of association, was approved by the indicated votes cast:

 

For   Against   Abstain   Broker Non-Votes 
 624,502,660    686,240    11,922,250    0 

 

The re-elections of Martin Bloom and Yumin Liu, who each offered himself for re-election, in accordance with the Company’s articles of association to hold office until a successor is duly elected and qualified, were approved by the indicated votes cast:

 

Name of Nominee  For   Against   Abstain   Broker Non-Votes 
Mr. Martin Bloom   613,357,070    11,830,850    11,923,230    0 
Mr. Yumin Liu   622,362,770    2,823,740    11,924,640    0 

 

The advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement, was approved by the indicated votes cast:

 

For   Against   Abstain   Broker Non-Votes 
 621,094,480    4,251,010    11,765,660    0 

 

The advisory vote on the frequency of future advisory shareholder votes on the compensation of our named executive officers, was approved by the indicated votes cast:

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes 
 624,004,620    496,290    290,660    12,319,580    0 

 

In accordance with the results for Proposal 4, the Company’s Board of Directors has determined that future advisory shareholder votes on the compensation of the Company’s named executive officers will be held annually. Thus, the next shareholder advisory vote on the compensation of our named executive officers will be held at the Company’s 2025 annual meeting of shareholders.

  

The appointment of UHY LLP as our independent registered public accounting firm and auditors for 2024, as disclosed in the Company’s 2024 Proxy Statement, was ratified by the indicated votes cast:

 

For   Against   Abstain  
 624,896,480    311,220    11,903,450  

 

Further information concerning the matters voted upon at the 2024 Annual Meeting is contained in the 2024 Proxy Statement.

 

 

 

 

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
  (Registrant)
     
Date: November 4, 2024 By: /s/ Ke Chen
    Ke Chen
    Chief Financial Officer