Stem, Inc. (STEM)
NYSE: STEM · Real-Time Price · USD
5.37
-0.27 (-4.79%)
Sep 9, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 3, 2026

Summary

The meeting covered director elections, equity plan amendments, executive compensation, and auditor ratification, with all proposals passing by large margins. No shareholder proposals were received, and no questions were submitted during the session.

Operator

Welcome to the 2026 Annual Meeting of Stockholders for Stem, Inc. Our host for today's call is Arun Narayanan, Chief Executive Officer. I will now turn the call over to your host. Mr. Narayanan, you may begin.

Arun Narayanan
CEO, Stem

Welcome to the Stem, Inc. 2026 Annual Meeting of Stockholders. Thank you all for joining us today. I am Arun Narayanan, Chief Executive Officer of the company and a member of the board, and I'll be serving as chair of the meeting. At this time, I call the meeting to order, and I hereby appoint Broadridge Financial Solutions, Inc as the independent inspector of election. This meeting will be conducted in accordance with the agenda and rules of conduct that have been provided in the box labeled Meeting Materials on the right-hand side of your screen. We will follow them closely so that we can conduct this meeting efficiently. Saul Laureles, Chief Legal Officer and Corporate Secretary, will serve as secretary of the meeting. Kathy Weeden, a representative of Broadridge, is here today as the independent inspector of election to examine and count proxies and votes for this meeting.

The Inspector of Election reviews voting procedures and reports the votes as mandated by Broadridge. Here with us today are several members of the board, including Laura Tyson, who is the chair of the Nominating and Governance Committee, as well as representatives from Deloitte, independent registered public accounting firm through 2025, and RSM, our current independent registered public accounting firm. Saul Laureles and Sarah Dunn, an employee of the company, have been appointed proxies to vote on behalf of stockholders who've properly executed proxy cards. Under applicable U.S. proxy rules and Delaware law, stockholders must have provided advance notice of their intent to nominate persons as directors or to put forth any other proposals.

In addition, for a stockholder proposal to be included in the proxy statement for the annual meeting under the SEC's proxy rules, we must have received it in a reasonable time before we were required to print and mail our proxy materials, and it must have satisfied the requirements in the SEC's proxy rules. No such nominations or proposals were received in accordance with applicable U.S. proxy rules and Delaware law. No additional director nominations or other proposals will be considered at this meeting. We will address all four items of business on today's agenda. All of these items were described in the proxy statement for this year's meeting. The first item is to elect three Class II Director nominees named in our proxy statement to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

The second item is to approve an amendment and restatement of the amended and restated Stem, Inc 2024 Equity Incentive Plan to increase the number of shares available for issuance by 425,000 shares and to extend the plan term. The third item is to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in our proxy. The fourth item is to ratify the selection of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. These proposals will be presented in the order they appear in the agenda. The company's agents have certified that the proxy materials were made available to the stockholders of record beginning on April 24th, 2026. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting.

Received an oath signed by the Inspector of Election stating that she will faithfully execute her duties with strict impartiality. Copy of the oath will be filed with the minutes of this meeting. Our board set April 10th, 2026, as the record date for this meeting. Only stockholders of record on that date are entitled to vote at this meeting. Mr. Laureles, do we have a quorum present so that we can proceed with the consideration of business?

Saul Laureles
Chief Legal Officer and Corporate Secretary, Stem

Mr. Chairman, I have been advised by the Inspector of Election that at least 1/3 of the company's issued and outstanding shares entitled to vote are represented either virtually or by proxy for this meeting. Therefore, we have a quorum.

Arun Narayanan
CEO, Stem

Thank you, Mr. Laureles. I therefore declare a quorum present and the meeting open for the transaction of business. The first item of business is the election of the following Class II directors to our board to serve until the 2029 Annual Meeting of Stockholders. First, Ira Birns. Second, Adam E. Daley. Third, Anil Tammineedi. The second item of business is an approval of the amendment and restatement of the amended and restated Stem, Inc 2024 Equity Incentive Plan. The third item of business is a non-binding advisory approval of the compensation of our named executive officers. The fourth item of business is the ratification of RSM as our independent auditor for 2026. The discussion of matters for stockholder consideration is now closed. Accordingly, we will close the polls shortly. If you have previously voted, you do not have to vote again today unless you wish to change your vote.

Any stockholder who hasn't voted or wishes to change their vote may do so by clicking the voting buttons on the virtual meeting landing page and following the instructions. The opportunity to vote. I now declare the polls are closed. At this point, the preliminary voting tabulation has been completed, and the Inspector of Election has reported the preliminary results of the matters voted on today. The final results will be reported in a Form 8-K filing within the next few days. Mr. Laureles, please report the preliminary voting results.

Saul Laureles
Chief Legal Officer and Corporate Secretary, Stem

Mr. Chairman, regarding Proposal 1, each Class II director nominee listed in the company's proxy statement for this annual meeting has received sufficient votes for election, their election being effective immediately and without further qualification. Regarding Proposal 2, stockholders have approved the amendment and restatement of the amended and restated Stem, Inc 2024 Equity Incentive Plan with approximately 81% of the votes present or represented at the meeting and entitled to vote, voting in favor. Regarding Proposal 3, stockholders have approved on a non-binding advisory basis the compensation of our named executive officers as described in our proxy statement, with approximately 94% of the votes present or represented at the meeting and entitled to vote, voting in favor.

Regarding Proposal 4, stockholders have ratified the selection of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, with approximately 97% of the votes present or represented at the meeting and entitled to vote, voting in favor.

Arun Narayanan
CEO, Stem

As previously noted, the final vote totals, including votes validly received at this meeting, will be tabulated and filed via Form 8-K with the SEC. At this point, I order the ballots and all reports of the Inspector of Election filed with the records of the meeting. This concludes the voting portion of the meeting. Because there is no other business to be presented at this meeting, I declare the meeting to be officially adjourned. We will now address questions related to items of business conducted in the meeting. No questions have been submitted. If you have additional questions, please visit our investor relations website. Thank you for attending Stem's 2026 Annual Meeting of Stockholders and thank you for your continued support of Stem. Have a good day.

Operator

This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.