Fluence Energy Inc. filed SEC Form 8-K: Leadership Update
$FLNC
Industrial Machinery/Components
Miscellaneous
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): June 2, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2026, John Christopher ("Chris") Shelton notified the Board of Directors (the "Board") of Fluence Energy, Inc. (the "Company") of his resignation from the Board, effective as of the close of business on June 3, 2026. Mr. Shelton's resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On June 3, 2026, the Board appointed Mr. Bernerd Da Santos as a director, effective as of the close of business on June 3, 2026, for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until his respective successor is duly elected and qualified or his earlier death, disqualification, resignation or removal, subject to the terms of the Company’s Stockholders Agreement, dated as of October 27, 2021, by and among the Company, Siemens Industry, Inc., AES Grid Stability, LLC ("AES Grid Stability") and Qatar Holding LLC (as amended and modified from time to time, the "Stockholders Agreement"). Mr. Da Santos currently serves as Chairman of the AES Clean Energy Board and Senior Strategic Advisor to the President of The AES Corporation ("AES"). AES Grid Stability designated Mr. Da Santos as a nominee to the Board pursuant to its right under the Stockholders Agreement to designate for nomination to the Board up to three directors so long as the AES Related Parties (as defined in the Stockholders Agreement) beneficially own in the aggregate 20% or more of all issued and outstanding shares of the Company's Class A common stock (including the Underlying Class A Shares (as defined in the Stockholders Agreement)).
As previously disclosed in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), AES Grid Stability, an indirect subsidiary of AES, is a principal stockholder of the Company and is party to a number of agreements entered into by and among the Company and its other principal shareholders and their respective affiliates which provide a framework for the Company’s relationship with these shareholders, including the Stockholders Agreement. In the ordinary course of the Company's business, AES and its affiliates purchase, and the Company expects that AES and its affiliates will continue, to purchase the Company's products and services for energy storage projects in multiple countries.
In connection with his appointment to the Company's board of directors, Mr. Da Santos entered into the Company’s standard indemnification agreement for directors and officers in the form filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A (File No. 333- 259839), filed with the SEC on October 19, 2021.
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.
| FLUENCE ENERGY, INC. | ||||||||
| Date: June 5, 2026 | By: | /s/ Ahmed Pasha | ||||||
| Ahmed Pasha | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||