Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of June 10, 2021, the stockholders of Energy Recovery, Inc. (the "Company") approved the resolutions of the Company's Board of Directors (the "Board") to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect the declassification of the Company's Board (the "Declassification Amendment"). The Declassification Amendment had previously been approved, subject to stockholder approval, by the Company's Board and will become effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. A detailed discussion of the Certificate of Amendment is set forth in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2021 and a copy thereof is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.



The Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting")
on June 10, 2021, at the Company's offices in San Leandro, California to
(i) amend the Certificate of Incorporation, (ii) elect one Class I member of the
Board, (iii) ratify the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm; and (iv) approve, on a
non-binding advisory basis, the compensation of the Company's named executive
officers.
As of April 12, 2021, the record date for the Annual Meeting, there were
57,422,485 shares of common stock outstanding and entitled to vote. At the
Annual Meeting, 49,027,453 shares of common stock, or approximately 85% of the
shares outstanding as of the record date, were represented in person or by
proxy, constituting a quorum.
The final results for the proposals voted on at the Annual Meeting are set forth
below:

Proposal 1 - Amendment of Certificate of Incorporation to Effect a Declassification of the Board of Directors.

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


 Votes For        Votes Against       Abstentions        Broker Non-Votes
 42,690,086          14,987              3,632              6,318,748

Proposal 2 - Election of Class I Director

The stockholders elected one Class I Director of the Board to serve for a one-year term until the 2022 Annual Meeting 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: Nominee for Class I Director Votes For Votes Withheld Broker Non-Votes Olav Fjell

                           39,659,251         3,049,454             6,318,748

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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, 2021.

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


 Votes For       Votes Withheld       Abstentions
 49,021,584           1,769              4,100

Proposal 4 - Non-Binding Advisory Vote on Executive Compensation.

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

Votes For Votes Withheld Abstentions Broker Non-Votes


 40,166,702         1,005,412          1,536,591            6,318,748

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits
   Exhibit Number          Description
        3.1                  Amended and Restated Certificate of Incorporation of Energy Recovery,
                           Inc.

        104                Cover Page Interactive Data File - the cover page XBRL tags are embedded
                           within the Inline XBRL document

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