AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On May 24, 2017, the Companys shareholders approved an amendment
its Restated Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 350,000,000 to
700,000,000.
Item 5.07. Submission of Matters to a Vote of Security
Holders
On May 24, 2017, the Company held its 2017 Annual Meeting of
Stockholders, at which (i) four members of the Board of Directors
were reelected, (ii) the Companys stockholders approved an
amendment to the Companys Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock from
350,000,000 to 700,000,000, (iii) the Companys stockholders
approved an amendment to the Companys 2016 Stock Option Plan,
(iv) the Companys stockholders approved, on a nonbinding,
advisory basis, the compensation of the Companys named executive
officers as disclosed in the proxy statement for the Annual
Meeting (the say-on-pay vote), and (v) the Companys stockholders
ratified the selection of Schechter, Dokken, Kanter, Andrews
Selcer, Ltd. as the Companys independent auditors for the fiscal
year ending September 30, 2017. The final voting results of each
of these matters were as follows:
| 1. | Election of Directors |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Lyle Jensen* | 36,798,481 | 2,905,718 | 27,351,107 | |||||||||
| Charles Mc Dermott* | 37,494,711 | 2,209,488 | 27,351,107 | |||||||||
| James Harger* | 37,495,091 | 2,209,108 | 27,351,107 | |||||||||
| Matthew Van Steenwyk** | 98,114,423 | 4,864,977 | 27,351,107 | |||||||||
| * |
Elected by the holders of the Common Stock, voting as a separate class. |
|
| ** |
Elected by the holders of the Common Stock, 10% Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock, voting together as a single class. |
| 2. |
Amendment of the Restated Certificate of Incorporation: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 59,100,763 | * | 5,225,710 | 2,728,833 | |||||||||||
| 120,067,457 | ** | 5,225,710 | 5,037,340 | |||||||||||
| * |
Votes of the holders of the Common Stock, voting as a separate class. |
|
| ** |
Vote of the holders of the Common Stock, 10% Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock, voting together as a single class. |
| 3. |
Approval of an amendment to the 2016 Stock Plan: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 22,000,000* | ||||||||||||||
| 96,981,427** | 2,306,904 | 3,691,069 | 27,351,107 | |||||||||||
| * |
Votes of the holders of the Series D Convertible Preferred Stock, voting as a separate class. |
|
| ** |
Vote of the holders of the Common Stock, 10% Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock, voting together as a single class. |
| 4. |
Advisory vote on the compensation of the Companys named executive officers: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| *97,702,597 | 1,512,534 | 3,764,269 | 27,351,107 | |||||||||||
| * |
Vote of the holders of the Common Stock, 10% Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock, voting together as a single class. |
| 5. |
Ratification of the appointment of Schechter, Dokken, Kanter, Andrews Selcer, Ltd. as independent auditors for fiscal year ending September 30, 2017: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 124,345,645 | * | 800,362 | 5,184,500 | |||||||||||
| * |
Vote of the holders of the Common Stock, 10% Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock, voting together as a single class. |
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description | |
| 3.1 |
Certificate of Amendment to the Restated Certificate of |
About AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI)
American Power Group Corporation operates through two segments: dual fuel conversion operations and natural gas liquids operations. The Company’s dual fuel conversion system is an external fuel delivery enhancement system that converts existing diesel engines into environmentally friendly engines that have the flexibility, depending on the circumstances, to run on diesel fuel and compressed natural gas (CNG) or liquefied natural gas (LNG); diesel fuel and pipeline gas, well-head gas or approved bio-methane, and diesel. The Company’s technology displaces approximately 75% (average displacement ranges from 40% to 65%) of the normal diesel fuel consumption with various forms of natural gas. The Company provides flare capture and recovery services to operators of the drilling equipment needing to meet their mandated flare gas capture limits by processing their previously flared gas for an agreed upon processing fee. AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Recent Trading Information
AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) closed its last trading session down -0.010 at 0.120 with 699 shares trading hands.