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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): May 12, 2026
_______________________________
ASPEN AEROGELS, INC.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-36481 | 04-3559972 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
30 Forbes Road, Building B
Northborough, Massachusetts | 01532 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (508) 691-1111
(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 | ASPN | 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, the Board of Directors of Aspen Aerogels, Inc. (the “Company”) designated Grant Thoele as the Company’s principal accounting officer, effective immediately, in addition to his current roles as the Company’s Chief Financial Officer, Treasurer and principal financial officer. Mr. Thoele assumed the responsibilities of principal accounting officer from Santhosh P. Daniel, who was serving as the Company’s Chief Accounting Officer and principal accounting officer.
Mr. Thoele’s biographical information is included under the heading “Management and Corporate Governance—Information about our Executive Officers” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 27, 2026 and incorporated herein by reference. There is no arrangement or understanding between Mr. Thoele or any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Thoele and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Thoele has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
On May 12, 2026, in recognition of Mr. Thoele’s contributions to the Company, the Compensation and Leadership Development Committee of the Company’s Board of Directors approved an increase in Mr. Thoele’s annual base salary to $425,000, effective as of April 1, 2026. Mr. Thoele’s target bonus opportunity for 2026 remains unchanged at 60% of his annual base salary.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) via live audio webcast on the Internet. Of the 82,825,603 shares of common stock issued and outstanding and eligible to vote as of the record date of March 16, 2026, a quorum of 70,437,282 shares, or 85.04% of the eligible shares, was present at the meeting or represented by proxy.
The following actions were taken at the Annual Meeting:
| 1. | The following nominees were elected to serve on the Board of Directors as Class III directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes: |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Steven R. Mitchell | | 51,612,245 | | 6,156,904 | | 12,668,133 |
| Donald R. Young | | 52,236,066 | | 5,533,083 | | 12,668,133 |
After the Annual Meeting, Cari Robinson and James E. Sweetnam continue to serve as Class I directors until the 2027 annual meeting of stockholders and Kathleen M. Kool and William P. Noglows continue to serve as Class II directors until the 2028 annual meeting of stockholders.
| 2. | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, based on the following votes: |
| For | | Against | | Abstain | | Broker Non-Votes |
| 69,845,522 | | 571,148 | | 20,612 | | - |
| 3. | The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes: |
| For | | Against | | Abstain | | Broker Non-Votes |
| 49,538,581 | | 7,344,203 | | 886,365 | | 12,668,133 |
| 4. | The Company’s stockholders approved, on a non-binding, advisory basis, a one-year frequency of holding an advisory vote on the compensation of the named executive officers, based on the following votes: |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 56,316,979 | | 34,117 | | 1,316,984 | | 101,069 | | 12,668,133 |
In light of the voting results concerning the frequency of future stockholder advisory votes on executive compensation that were delivered at the Company’s Annual Meeting, the Company’s Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next required vote on the frequency of stockholder votes on executive compensation. The Company is required to hold votes on frequency every six years.
| 5. | The Company’s stockholders approved, on a non-binding, advisory basis, a proposal regarding the future declassification of the Board of Directors, based on the following votes: |
| For | | Against | | Abstain | | Broker Non-Votes |
| 57,012,251 | | 665,791 | | 91,107 | | 12,668,133 |
Item 7.01. Regulation FD Disclosure.
On May 14, 2026, the Company issued a press release providing an update on the initiation of the staged restart of its manufacturing facility in East Providence, Rhode Island. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include, but are not limited to, statements regarding the Company’s belief that it will ramp up production following the restart of operations at its manufacturing facility in East Providence, Rhode Island; the Company’s expectations regarding its ability to restore the East Providence manufacturing facility to its full capabilities and the time it will take to do so; the Company’s ongoing investigation of the incident at the manufacturing facility; the Company’s leveraging of the capacity of its external manufacturing partner to help support customer demand; and the potential impacts of the incident on the Company’s business, operations and financial performance. These statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the Company’s ability to resume operations at the facility; the Company’s ability to manufacture the full array of its products at the facility and to meet expected customer demand; the Company’s ability to mitigate any potential impacts on the Company’s business, operations and financial performance; as well as the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| | |
| 99.1 | Press Release issued by Aspen Aerogels, Inc. on May 14, 2026. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
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.
| | ASPEN AEROGELS, INC. |
| | | |
| | | |
| Date: May 18, 2026 | By: | /s/ Grant Thoele |
| | Name: | Grant Thoele |
| | Title: | Chief Financial Officer and Treasurer |
| | | |
EXHIBIT 99.1
Aspen Aerogels Begins Staged Restart of East Providence Facility
NORTHBOROUGH, Mass., May 14, 2026 (GLOBE NEWSWIRE) -- Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the "Company") today announced the successful initiation of a staged restart of its manufacturing operations at its East Providence, Rhode Island facility.
The restart began after comprehensive mechanical, operational, and safety reviews conducted in close coordination with local, state, and federal agencies following the incident on April 8th. During this period, Aspen completed rigorous inspections of the facility, executed detailed safety reviews of all equipment, and conducted extensive equipment testing so that the plant meets all operational standards necessary for restart. The company will proceed with a deliberate, phased ramp-up of production, and expects that returning the facility to its full capabilities will take time.
"We deeply value our place in the East Providence community. Our absolute first priority remains the safety of our employees and our neighbors as we methodically bring our facility back online," said Don Young, President and CEO. "I also want to express our sincere gratitude to Mayor DaSilva, Fire Chief Carey, and Building Official Walker and their teams for their invaluable partnership throughout this process. Their collaboration, alongside the tireless dedication of our own Aspen team, has been essential to develop a safe and responsible restart plan."
About Aspen Aerogels, Inc.
Aspen is a technology leader in sustainability and electrification solutions. The Company's aerogel technology enables its customers and partners to achieve their own objectives around the global megatrends of resource efficiency, e-mobility and clean energy. Aspen's PyroThin® products enable solutions to thermal runaway challenges within the electric vehicle ("EV") market. The Company's Cryogel® and Pyrogel® products are valued by the world's largest energy infrastructure companies. Aspen's strategy is to partner with world-class industry leaders to leverage its Aerogel Technology Platform® into additional high-value markets. Aspen is headquartered in Northborough, Mass. For more information, please visit www.aerogel.com.
Special Note Regarding Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s belief that it will ramp up production following the restart of operations at its manufacturing facility in East Providence, Rhode Island; the Company’s expectation regarding its ability to restore the East Providence manufacturing facility to its full capabilities and the time it will take to do so; the Company’s ongoing investigation of the incident at the manufacturing facility; the Company’s leveraging of the capacity of its external manufacturing partner to help support customer demand; and the potential impacts of the incident on the Company’s business, operations and financial performance. These statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the Company’s ability to resume operations at the facility; the Company’s ability to manufacture the full array of its products at the facility and to meet expected customer demand; the Company’s ability to mitigate any potential impacts on the Company’s business, operations and financial performance; as well as the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contacts:
Neal Baranosky
Phone: (508) 691-1111 x 8
nbaranosky@aerogel.com
Georg Venturatos / Patrick Hall
Gateway Group
Phone: (949) 574-3860
ASPN@gateway-grp.com
Media Contact:
Mike Raia
(401) 340-9425
mike@halfstreetgroup.com
