Shareholder Vote

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): January 17, 2024 PURE CYCLE CORPORATION (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) ​ ​ ​ ​ 0-8814      84-0705083 (Commission File Number) ​ (IRS Employer Identification No.) ​ 34501 East Quincy Avenue, Building 34, Box 10 , Watkins , CO 80137 (Address of principal executive offices) (Zip Code) ​ ​ Registrant’s telephone, including area code ( 303 ) 292-3456 ​ N/A (Former name or former address, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ ​ Common Stock 1/3 of $.01 par value PCYO The NASDAQ Stock Market (Title of each class) (Trading Symbol(s)) (Name of each exchange on which registered) ​ 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 (see General Instruction A.2. below): ☐ 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)) 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.  ☐ ​ ​ ​ ​ This current report on Form 8-K is filed by Pure Cycle Corporation ( Registrant ), a Colorado corporation, in connection with the matters described herein. ​ Item 5.07 Submission of Matters to a Vote of Security Holders. The Registrant held its annual meeting of shareholders on January 17, 2024.  Holders of 24,085,720 shares of common stock outstanding on November 17, 2023, were entitled to vote at the meeting, of which 23,582,696 shares, or 97.9% of those entitled to vote, were present in person or by proxy at the meeting.  The results of the matters voted upon and approved at the meeting are as follows: 1. Election of Directors.       Broker   For Withheld Non-Votes Mark W. Harding 16,226,878 699,447 6,656,371 Patrick J. Beirne 16,207,353 718,972 6,656,371 Wanda J. Abel 13,138,060 3,788,265 6,656,371 Frederick A. Fendel III 16,223,607 702,718 6,656,371 Peter C. Howell 16,071,558 854,767 6,656,371 Daniel R. Kozlowski 14,575,049 2,351,276 6,656,371 Jeffrey G. Sheets 14,399,551 2,526,774 6,656,371 ​ 2. For the ratification of the appointment of FORVIS, LLP as the Registrant’s independent registered public accounting firm for the 2024 fiscal year. For Against Abstain Broker Non-Votes 23,157,168 40,276 385,252 - ​ 3. For the approval, on an advisory basis, of executive compensation. For Against Abstain Broker Non-Votes 16,381,571 133,657 411,097 6,656,371 ​ 4. For the approval of the Pure Cycle Corporation 2024 Equity Incentive Plan. For Against Abstain Broker Non-Votes 10,624,222 5,839,056 463,047 6,656,371 ​ ​ Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No.      Description 10.1 ​ Pure Cycle Corporation 2024 Equity Incentive Plan 104 ​ Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) ​ ​ ​ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 19, 2024 ​ ​ ​ ​ ​ ​     PURE CYCLE CORPORATION ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Marc Spezialy ​ ​ ​ Marc Spezialy ​ ​ ​ Vice President and Chief Financial Officer ​ ​ ​ ​