{"url_path":"/sec/zeo/8-k/2026-08-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters Vote of Security","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-087783-index.html","accession_number":"0001213900-26-087783","cik":"0001865506","ticker":"ZEO","issuer_name":"Zeo Energy Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-087783-index.html","primary_entity_key":"0001865506","primary_entity_name":"Zeo Energy Corp."},"word_count":556,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters Vote of Security\nHolders**\n\n \n\nOn August 7, 2026, Zeo Energy Corp. (the “Company”)\nconducted its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 35,399,972 shares of the\nCompany’s Class A common stock and 22,880,000 shares of the Company’s Class V common stock, representing an aggregate of 58,279,972\nshares of voting common stock issued and outstanding and eligible to vote as of the Annual Meeting record date of June 30, 2026. At the\nAnnual Meeting, a quorum of 32,739,596 shares of common stock, or approximately 56.2% of the eligible shares, was present or represented\nby proxy. Each of the matters set forth below is described in detail in the proxy statement filed with the Securities and Exchange Commission\non July 6, 2026.\n\n \n\nThe following actions were taken at the Annual\nMeeting:\n\n \n\n1.The Company’s stockholders elected five directors (each\nincumbent directors), each to serve until his/her successor is duly elected and qualified at the 2027 annual meeting of stockholders\nor until his/her earlier resignation or removal. The number of shares that were voted for the election of each director, that were withheld\nfor the election of each director, and the number of broker non-votes for each director is summarized in the table below:\n\n \n\nDirector Nominee \nVotes For  \nVotes\n\nWithheld  \nBroker\n\nNon-Votes \n\nTimothy Bridgewater \n 19,782,057  \n 11,049,819  \n 1,907,720 \n\nDr. Abigail M. Allen \n 30,651,747  \n 180,129  \n 1,907,720 \n\nJames P. Bensen \n 25,268,201  \n 5,563,675  \n 1,907,720 \n\nNeil Bush \n 30,701,773  \n 130,103  \n 1,907,720 \n\nMark M. Jacobs \n 30,691,384  \n 140,492  \n 1,907,720 \n\n \n\n2.The Company’s stockholders approved, in accordance\nwith Nasdaq Listing Rule 5635(d), the potential future issuance of shares of the Company’s Class A common stock, equal to or in\nexcess of 20% of (i) the number of outstanding shares of Class A common stock and Class V common stock, or (ii) the outstanding voting\npower of the Company, in each case as of June 9, 2026, pursuant to the terms of that certain Note Purchase Agreement, dated as of June\n9, 2026, between the Company and White Lion Capital LLC and upon future conversion of promissory notes issued to White Lion Capital LLC\nthereunder. The number of shares that voted for, against, and abstained from voting for this proposal, and the number of broker\nnon-votes, is summarized in the table below:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n30,729,468\n \n89,973\n \n12,435\n \n1,907,720\n\n \n\n3.The Company’s stockholders ratified of the appointment\nby the Audit Committee of the Company’s board of directors of Tanner LLC as the independent registered public accounting firm of\nthe Company for the fiscal year ending December 31, 2026. The number of shares that voted for, against, and abstained from voting for\nthis proposal is summarized in the table below:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n\n32,489,138\n \n148,550\n \n101,908\n\n** **\n\n1\n\n \n\n \n\n4.Proxies were solicited on behalf of the Board and a vote\nby ballot was taken for and the adjournment of the Annual Meeting to the extent there were insufficient proxies at the Annual Meeting\nto approve any one or more of the foregoing proposals. The number of shares that voted for, against, and abstained from voting for this\nproposal is summarized in the table below:\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n\n32,192,307\n \n434,517\n \n112,772\n\n** **\n\nSufficient votes were present at the Annual Meeting\nin person or by proxy, and therefore there was no need to adjourn the Annual Meeting."}