06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:41
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 1, 2026, at the Annual General Meeting of Shareholders (the "Annual General Meeting") of Consolidated Water Co. Ltd. (the "Company"), the Company's shareholders approved (i) an amendment to the Company's Amended and Restated Memorandum of Association to increase the Company's authorized share capital from (a) CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to (a) CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each, (ii) amendments to the Company's Amended and Restated Articles of Association relating to the Company's authority to purchase its own shares, the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares), and the addition of related definitions, and (iii) the adoption of the Company's Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the foregoing amendments.
The amendments were previously described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2026 (the "Proxy Statement") under the headings "Proposal 3 - Approval of an Increase in the Authorized Share Capital of the Company," "Proposal 4 - Approval of an Amendment to the Company's Memorandum of Association to Implement the Increase in Authorized Share Capital," "Proposal 5 - Approval of Amendments to the Company's Amended and Restated Articles of Association Relating to Share Repurchases and Treasury Shares," and "Proposal 6 - Approval of the Adoption of the Company's Amended and Restated Memorandum of Association and Amended and Restated Articles of Association." The descriptions of the amendments contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association will become effective upon filing with the Registrar of Companies of the Cayman Islands. The Company will file a subsequent Current Report on Form 8-K within four business days of the filing and effectiveness thereof.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 1, 2026, the Company held its Annual General Meeting, at which the following items were voted upon:
|
(1) |
Election of Directors: |
The following nominees were elected as directors to serve until the 2027 Annual General Meeting of Shareholders by votes as follows:
|
Nominee |
For |
Withhold |
||
|
Kimberly Adamson |
10,035,978 |
97,659 |
||
|
Linda Beidler-D'Aguilar |
9,174,617 |
959,020 |
||
|
Carson K. Ebanks |
9,178,367 |
955,270 |
||
|
Clarence B. Flowers, Jr. |
9,194,744 |
938,893 |
||
|
Maria Elena Giner |
10,030,920 |
102,717 |
||
|
Gerónimo Gutiérrez Fernández |
10,024,505 |
109,132 |
||
|
Frederick W. McTaggart |
9,952,911 |
180,726 |
||
|
Leonard J. Sokolow |
6,860,755 |
3,272,882 |
||
|
Raymond Whittaker |
|
9,174,079 |
959,558 |
|
|
|
|
|
|
|
There were 2,980,402 broker non-votes in the election of directors.
2
|
(2) |
Approval of the Company's 2027 Employee Stock Incentive Plan: |
The proposal to approve the Company's 2027 Employee Stock Incentive Plan was approved, and the votes were as follows:
|
For |
Against |
Abstain |
||
|
7,519,403 |
2,438,960 |
175,274 |
There were 2,980,402 broker non-votes on this proposal.
|
(3) |
Approval of an Increase in the Authorized Share Capital of the Company: |
The proposal to approve an increase in the Company's authorized share capital was approved by votes as follows:
|
For |
Against |
Abstain |
||
|
9,510,806 |
491,349 |
131,482 |
There were 2,980,402 broker non-votes on this proposal.
(4)Approval of an Amendment to the Company's Memorandum of Association:
The proposal to approve, by Special Resolution, an amendment to the Company's Amended and Restated Memorandum of Association relating to the increase of the share capital of the Company was approved by votes as follows:
|
For |
Against |
Abstain |
||
|
9,714,860 |
282,935 |
135,842 |
There were 2,980,402 broker non-votes on this proposal.
(5)Approval of Amendments to the Company's Articles of Association:
The proposal to approve, by Special Resolution, amendments to the Company's Amended and Restated Articles of Association relating to share repurchases and treasury shares was approved by votes as follows:
|
For |
Against |
Abstain |
||
|
9,979,521 |
121,835 |
32,281 |
There were 2,980,402 broker non-votes on this proposal.
(6)Approval of the Amended and Restated Memorandum of Association and Articles of Association:
The proposal to approve, by Special Resolution, the adoption of the Company's Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the amendments approved by Special Resolution in Proposals 4 and 5 was approved by votes as follows:
|
For |
Against |
Abstain |
||
|
9,781,615 |
233,351 |
118,671 |
There were 2,980,402 broker non-votes on this proposal.
3
(7)Non-Binding Advisory Vote on Executive Compensation:
The proposal to approve, by a non-binding advisory vote, the compensation of the Company's named executive officers disclosed in the proxy statement was approved, and the votes were as follows:
|
For |
Against |
Abstain |
||
|
9,204,562 |
851,799 |
77,276 |
There were 2,980,402 broker non-votes on this proposal.
(8)Ratification of the Selection of Independent Registered Public Accounting Firm:
The proposal to ratify the selection of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, at the remuneration to be determined by the Audit Committee of the Board of Directors was approved by votes as follows:
|
For |
Against |
Abstain |
||
|
12,881,885 |
158,301 |
78,853 |
There were no broker non-votes on this proposal.