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HASI Hannon Armstrong Sustainable Infrastructure capital

Filed: 7 Jun 21, 4:37pm

United States
Securities and Exchange Commission
WASHINGTON, DC 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 3, 2021
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(Exact Name of Registrant as Specified In Its Charter)
Maryland001-3587746-1347456
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1906 Towne Centre Blvd, Suite 370 Annapolis,
Maryland 21401
(Address of principal executive offices)

(410) 571-9860
(Registrant's telephone number, including area code)

(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 Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHASINew 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 5.07Submission of Matters to a Vote of Security Holders.

(a)The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 3, 2021, at which 65,717,011 shares of the Company’s common stock were represented in person or by proxy representing approximately 84% of the issued and outstanding shares of the Company’s common stock entitled to vote.
(b)At the Annual Meeting, the Company’s stockholders (i) elected the nine directors below to serve on the Company’s board of directors until the Company’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and (iii) approved the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in the 2021 Proxy Statement. The proposals are described in detail in the Company’s 2021 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
(i)The voting results with respect to the election of each director were as follows:
NameVotes ForVotes WithheldBroker Non-Votes
Jeffrey W. Eckel52,085,927 3,421,076 10,210,008 
Clarence D. Armbrister54,545,800 961,203 10,210,008 
Teresa M. Brenner37,051,338 18,455,665 10,210,008 
Michael T. Eckhart39,032,017 16,474,986 10,210,008 
Nancy C. Floyd55,266,692 240,311 10,210,008 
Simone F. Lagomarsino54,939,124 567,879 10,210,008 
Charles M. O'Neil39,035,547 16,471,456 10,210,008 
Richard J. Osborne54,367,505 1,139,498 10,210,008 
Steven G. Osgood54,937,223 569,780 10,210,008 
(ii)The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 were as follows:

Votes ForVotes AgainstAbstain
61,259,016 4,360,730 97,265 

(iii)The voting results with respect to a non-binding advisory vote on executive compensation were as follows:

Votes ForVotes AgainstAbstainBroker Non-Votes
47,737,895 7,268,403 500,705 10,210,008 











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.
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
By:/s/ Steven L. Chuslo
Steven L. Chuslo
Executive Vice President and Chief Legal Officer
Date: June 7, 2021