VIASP VIA Renewables Inc

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): June 7, 2024

12140 Wickchester Ln, Ste 100

Houston, Texas 77079

(Address of Principal Executive Offices)

(Zip Code)

(713) 600-2600

(Registrant’s Telephone Number, Including Area Code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2024, Via Renewables, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). A total of 6,288,656 shares of the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) representing 86.9% of the total shares of Common Stock outstanding as of March 25, 2024 (the “Record Date”), were represented in person or by valid proxies at the Special Meeting. The percentage constituted a quorum. Additionally, a total of 1,515,456 shares of Common Stock that were not Excluded Shares (as defined below) or Insider Shares (as defined below) (the “Minority Shareholders”) representing 61.6% of the total shares of Common Stock held by Minority Shareholders outstanding as of the Record Date were represented in person or by valid proxies at the Special Meeting.

Pursuant to the Merger Agreement (as defined below), the approval of the Merger Proposal (as defined below) required that:

Approval of the Compensation Proposal (as defined below), on an advisory basis, required an affirmative vote of the holders of a majority of shares of Common Stock present, in person or by proxy, and entitled to vote on the matter at the Special Meeting.

According to the report of the inspector of elections, at the Special Meeting, the (1) Merger Proposal (as defined below) was approved by (i) approximately 83.3% of the issued and outstanding shares of Common Stock at the close of business on the Record Date and (ii) approximately 51.0% of the issued and outstanding shares of Common Stock at the close of business on the Record Date other than the Excluded Shares and the Insider Shares; and (2) Compensation Proposal (as defined below) to approve, by non-binding, advisory vote, compensation that may become payable to the Company’s named executive officers in connection with the Merger was approved by approximately 94.7% of the shares of Common Stock present, in person or by proxy, and entitled to vote on the matter at the Special Meeting. A proposal to adjourn the Special Meeting to solicit additional proxies was not needed because there were sufficient votes to obtain the Requisite Company Vote.

Set forth below are the matters acted upon by the Company’s shareholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.

Item 8.01 Other Events.

On June 7, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 10, 2024

Via Renewables, Inc.

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