12/05/2025 | Press release | Distributed by Public on 12/05/2025 08:01
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors (the "Board") of T1 Energy Inc. (the "Company") approved the Company's Third Amended and Restated Bylaws, which were effective as of December 4, 2025 to reflect the removal of the "only for cause" qualification from the removal of directors provision pursuant to Section 242 of the Delaware General Corporation Law (the "DGCL") and as described further herein. Pursuant to Section 242 of the DGCL, stockholder approval was not required to approve or effect the amendment.
A copy of the Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its special meeting of stockholders virtually on December 3, 2025 (the "Special Meeting"). The following matters were submitted to a vote of the stockholders, the results of which were as follows:
Proposal 1 - The issuance of 17,918,460 shares of common stock of the Company, par value $0.01 (the "Common Stock"), issuable pursuant to the conversion of the Convertible Note Instrument (as defined in the Company's Definitive Proxy Statement on Schedule 14A filed on October 24, 2025, as revised on November 19, 2025 (the "Proxy Statement")).
| For | Against | Abstain | ||
| 95,868,693 | 1,999,964 | 575,030 |
Proposal 2 - To approve an amendment to the Company's Certificate of Incorporation, as amended and restated on February 19, 2025 ("Certificate of Incorporation"), that will establish limits on the foreign ownership of the Company's capital stock to facilitate compliance with applicable U.S. tax laws.
| For | Against | Abstain | ||
| 91,913,773 | 398,362 | 148,497 |
Proposal 3 - To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares.
| For | Against | Abstain | ||
| 108,691,554 | 3,817,608 | 861,394 |
Proposal 4 - To approve an amendment to the Company's Certificate of Incorporation to remove the "only for cause" qualification from the removal of directors provision.
| For | Against | Abstain | ||
| 91,001,992 | 1,103,056 | 355,584 |