8-K

BLOOM ENERGY CORPORATION

Date: August 11, 2023

/s/ Shawn M. Soderberg

Shawn M. Soderberg

EVP, General Counsel and Secretary

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): August 9, 2023

LOGO

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

001-38598

(Commission File Number)


Delaware		77-0565408
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)


4353 North First Street, San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

(408) 543-1500

(Registrant’s telephone number, including area code)

Not Applicable

(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

Class A Common Stock, $0.0001 par value

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 9, 2023, the Board of Directors of Bloom Energy Corporation (“Bloom Energy” or the “Company”) adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things:

•

Clarify timing, procedural and disclosure requirements related to business proposals and director nominations submitted by stockholders, including with respect to the amendment of business proposals and nominations, identification of substitute director nominees, timing for completion of director nominee questionnaires, verification of certain information, and the disclosure of information related to the proposing stockholder’s intent to solicit proxies and regarding other persons related to the proposing stockholder, as well as clarifying the Company’s ability to disregard such nominations or proposals in the event such stockholder does not so comply; and

•

Update stockholder list requirements in line with recent amendments to the Delaware General Corporation Law.

The Amended and Restated Bylaws also incorporate certain ministerial, conforming and other clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.


Exhibit No.		Description

3.1		Amended and Restated Bylaws of the Company, effective August 9, 2023

104		Cover page interactive data file (embedded within the inline XBRL document)