ESS Tech, Inc. (Form: 8-K, Received: 08/29/2023 06:03:36)

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 28, 2023

ESS TECH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon						97070
(Address of principal executive offices)						(Zip code)

(855) 423-9920

(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

Common Stock, $0.0001 par value per share

GWH

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50

GWH.W

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2023, the Board of Directors (the “Board”) of ESS Tech, Inc. (the “Company”) approved an increase in the size of the Board from seven to eight directors. Michael R. Niggli resigned as Chairman of the Board and the Board appointed Harry Quarls as a member of the Board and as Chairman of the Board. Mr. Quarls will serve as a Class II director with an initial term expiring at the Company’s 2026 Annual Meeting of Stockholders or upon his earlier death, resignation or removal. Mr. Niggli will continue to serve as a member of the Board with the designated title of Founding Chairman, as a member of the audit committee of the Board and as a member of the nominating and corporate governance committee of the Board.

There is no arrangement or understanding between Mr. Quarls and any other person pursuant to which he was appointed as a director of the Company. Additionally, there is no transaction between Mr. Quarls and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Quarls is independent under the listing standards of the New York Stock Exchange.

The Company will also enter into an indemnity agreement with Mr. Quarls in the same form as its standard form of indemnity agreement with its other directors. The description of Mr. Quarls’ indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached as Exhibit 10.2 to the Company’s Form 8-K filed on October 15, 2021.

In connection with Mr. Quarls’ appointment as a director and Chairman of the Board, Mr. Quarls received (i) an initial grant of restricted stock units (“RSUs”) having an aggregate fair value on the date of grant of $200,000, which will vest in equal 1/3 installments on each anniversary of the date of grant, subject to Mr. Quarls’ continuous service with the Company, and (ii) a supplemental initial grant of options to purchase a number of shares equal to the initial award multiplied by 1.5, which will vest in equal 1/3 installments over three years, subject to Mr. Quarls’ continuous service with the Company. On the first annual meeting of the Company’s stockholders following his appointment, Mr. Quarls will be eligible to receive an annual award of RSUs having an aggregate fair value on the date of grant of $300,000, which will vest on the first anniversary of the date of grant, subject to Mr. Quarls’ continuous service with the Company. Further, in accordance with the Company’s outside director compensation policy, Mr. Quarls will receive an annual base retainer of $50,000 paid in quarterly installments for his service on the Board and additional cash fees of $25,000 paid in quarterly installments for his service as Chairman of the Board.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Harry Quarls is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.
99.1						Press Release
104						Cover page interactive data file

SIGNATURE

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: August 28, 2023


ESS TECH, INC.

By:			/s/ Anthony Rabb
Name:			Anthony Rabb
Title:			Chief Financial Officer

Harry Quarls Joins ESS Board of Directors as Chairman

Energy industry veteran to further accelerate growth

WILSONVILLE, Ore. – August 29, 2023 - ESS Tech, Inc. (“ESS”) (NYSE: GWH), a leading manufacturer of long-duration energy storage (LDES) for commercial and utility-scale applications, today announced Harry Quarls has joined the ESS Board of Directors as Chairman. Michael Niggli, the ESS Founding Board Chairman, will remain on the board to assist with this transition and continue providing insights from his four decades as a utility executive.

With over 40 years of energy experience, Mr. Quarls brings considerable strategic, financial, transactional, and energy investing experience to ESS as the company continues to scale to meet global demand for LDES. Over his long and storied career, Quarls served as a Managing Director at Global Infrastructure Partners, leading their efforts in North American energy midstream investments, and as Managing Director and practice leader for Global Energy as well as a member of the board of directors at Booz & Company.

“We are thrilled to bring someone of Harry’s stature to the board of ESS,” said Niggli. “The company is making strong progress and delivering the energy storage products that customers need. Adding Harry to the team will prove invaluable as we continue to expand our capacity and scale to achieve the full market potential of our patented, safe and cost-effective long duration storage solutions.”

“Harry’s long career advising and leading successful, growing companies spans many pivotal transformations in the energy sector,” said Eric Dresselhuys, CEO of ESS. “Today, the industry is once again at a pivotal moment, and long-duration energy storage represents one of the most important growth opportunities in the global transition to clean energy. I look forward to Harry’s strategic thinking, global partnering and experience growing successful energy and infrastructure businesses as ESS scales to meet global demand.”

“The transition to new, cleaner forms of energy is already underway. As it accelerates in coming years, it is clear that the switch to renewable energy sources will require large volumes of long-duration energy storage to deliver the reliable, clean energy the world demands,” said Quarls. “ESS is perfectly positioned to meet this demand with proprietary technology that is readily scalable and which leverages flexible, accessible supply chains. I am excited to join ESS during this period of growth to drive world-class shareholder value.”

Mr. Quarls currently serves as Chairman of CHC Helicopter and Key Energy Services as well as a Director for Seadrill Ltd. He has served in Leadership positions on numerous Boards including most recently FlexSteel Pipe, Mesquite Energy and EP Energy. He holds BS/ScM degrees in Chemical Engineering from Tulane University and MIT, respectively, and a M.B.A. from the Stanford Graduate School of Business.

About ESS

At ESS (NYSE: GWH), our mission is to accelerate global decarbonization by providing safe, sustainable, long-duration energy storage that powers people, communities and businesses with clean, renewable energy anytime and anywhere it’s needed. As more renewable energy is added to the grid, long-duration energy storage is essential to providing the reliability and resiliency we need when the sun is not shining, and the wind is not blowing.

Our technology uses earth-abundant iron, salt and water to deliver environmentally safe solutions capable of providing up to 12 hours of flexible energy capacity for commercial and utility-scale energy storage applications.

Established in 2011, ESS Inc. enables project developers, independent power producers, utilities and other large energy users to deploy reliable, sustainable long-duration energy storage solutions. For more information visit www.essinc.com.

Contacts:

Investors:

Erik Bylin

Investors@essinc.com

Media:

Morgan Pitts

503.568.0755

morgan.pitts@essinc.com

Forward-Looking Statements

This communication contains certain forward-looking statements regarding ESS and its management team’s expectations, hopes, beliefs, or intentions regarding the future. The words “estimate”, “expect”, “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the service of a new director, the Company’s ability to scale manufacturing capacity, achieve growth and implement cost strategies, and the potential customer base. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments. Many factors could cause actual future events to differ materially from such expectations, including, but not limited to, continuing supply chain issues; delays, disruptions, or quality control problems in the Company’s manufacturing operations; the Company’s ability to hire, train and retain an adequate number of manufacturing employees; issues related to customer acceptance of the Company’s products; as well as those risks and uncertainties set forth in the section entitled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2023, and its other filings filed with the SEC. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.