UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 5, 72025 (June 5, 2025)

~~Energy~~ENERGY ~~Recovery~~RECOVERY, ~~Inc~~INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34112

01-0616867

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1717 Doolittle ~~Dr.~~Drive, San Leandro, CACalifornia 94577

(Address of Principal Executive Offices) (Zip Code)

(510-) 483-7370

(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, $0.001 par value

ERII

The Nasdaq Stock Market LLC

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

ERII

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On May 7, 2025,~~ Energy Recovery, Inc. (the “Company”) ~~issued~~held anits ~~earnings~~2025 ~~press~~Annual ~~release~~Meeting ~~announcing~~of Stockholders (the “Annual Meeting”) on June 5, 2025, to (i) elect six (6) members of its ~~financial~~Board ~~results~~of ~~for~~Directors (the ~~first~~“Board”), ~~quarter~~(ii) approve, ~~ended~~on ~~March 31~~a non-binding advisory basis, ~~2025. A~~the ~~copy~~compensation of the ~~press~~Company’s ~~release~~named isexecutive ~~attached~~officers asfor ~~Exhibit~~2024, and (iii) ~~99.1~~ratify tothe ~~this~~appointment ~~Current~~of ~~Report~~Deloitte on& ~~Form~~Touche ~~8-K~~LLP ~~and~~as isthe ~~incorporated~~Company’s ~~herein~~independent byregistered ~~reference~~public inaccounting ~~its~~firm ~~entirety~~for the year ending December 31, 2025.

~~The~~As ~~information~~of inApril 7, ~~this~~2025, ~~report~~the ~~(including~~record ~~Exhibit~~date ~~99.1)~~for isthe ~~being~~Annual ~~furnished~~Meeting, ~~pursuant~~there towere ~~Item~~54,756,113 shares ~~2.02~~of ~~and~~common ~~shall~~stock ~~not~~outstanding beand ~~deemed~~entitled to bevote. At ~~“filed”~~the ~~for~~Annual ~~purposes~~Meeting, of46,079,523 shares ~~Section 18~~ of ~~the~~common ~~Securities~~stock, ~~Exchange~~or ~~Act~~approximately 84.2% of ~~1934, as amended (~~the ~~“Exchange~~shares ~~Act”)~~outstanding oras ~~otherwise~~of ~~subject to~~ the ~~liabilities~~record ~~of that section~~date, ~~nor~~were ~~shall~~represented itin beperson ~~deemed~~or ~~to be incorporated~~ by ~~reference in any filing under the Securities Act of 1933~~proxy, asconstituting ~~amended,~~a ~~or the Exchange Act~~quorum.

~~Item~~The ~~9.01 Financial~~final ~~Statements~~results ~~and~~for ~~Exhibits~~the proposals voted on at the Annual Meeting are set forth below:

~~(d) Exhibits~~Proposal 1 – Election of Directors

Exhibit Number						Description
99.1						Press release of Energy Recovery, Inc., dated May 7, 2025, to report its financial results for the first quarter ended March 31, 2025.

The stockholders elected six (6) Directors of the Board to serve for a one-year term until the Company’s 2026 Annual Meeting of Stockholders or a respective successor is elected and qualified or until the director’s earlier death, resignation, or removal. The following table shows the results of the stockholders’ vote:

SIGNATURE


Nominee for Director	Votes For (% of Voted)	Votes Withheld (% of Voted)	Broker Non-Votes
Alexander J. Buehler	38,915,269 (95.5%)	1,815,804 (4.5%)	5,348,450
Joan K. Chow	38,736,964 (95.1%)	1,994,109 (4.9%)	5,348,450
Arve Hanstveit	35,216,603 (86.5%)	5,514,470 (13.5%)	5,348,450
David W. Moon	40,251,043 (98.8%)	480,030 (1.2%)	5,348,450
Colin R. Sabol	39,335,082 (96.6%)	1,395,991 (3.4%)	5,348,450
Pamela L. Tondreau	38,270,034 (94.0%)	2,461,039 (6.0%)	5,348,450

Proposal 2 – Non-Binding Advisory Vote on Executive Compensation.

This proposal was approved. The following table shows the results of the stockholders’ vote:


Votes For (% of Voted)	Votes Against (% of Voted)	Abstentions (% of Voted)	Broker Non-Votes
35,066,546 (86.1%)	4,571,750 (11.2%)	1,092,777 (2.7%)	5,348,450

Proposal 3 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

This proposal was approved. The following table shows the results of the stockholders’ vote:


Votes For (% of Voted)	Votes Against (% of Voted)	Abstentions (% of Voted)
45,513,502 (98.8%)	80,374 (0.2%)	485,647 (1.1%)

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.

Date: May 7, 2025

Energy Recovery, Inc.

Date:

June 11, 2025

By:

/s/ William Yeung

William Yeung

Chief Legal Officer

Energy Recovery, Inc. By: /s/ William Yeung William Yeung Chief Legal Officer

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