CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
to the MDB Cooperation Agreement, the MDB Parties have agreed, during the Term, to vote in accordance with the Board’s recommendations with respect to (i) each election of directors and any removal of directors and (ii) the ratification of the appointment of the Company’s independent registered public accounting firm. The MDB Parties have also agreed, in respect of any vote or consent to elect or remove directors, to certain customary “standstill provisions” prohibiting them from, among other things, (i) making certain public announcements, (ii) soliciting proxies, (iii) taking public actions to change or influence the Board, Company management, or direction of certain Company matters, (iv) exercising certain shareholder rights, and (v) subjecting any shares of the Company’s common stock to any arrangement or agreement to circumvent any of the restrictions on the MDB Parties in the MDB Cooperation Agreement.
The above summaries of the Cooperation Agreements do not purport to be complete and are qualified in their entireties by reference to the Cooperation Agreements, copies of which are included as Exhibit 10.1 and Exhibit 10.2, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01 in their entireties.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On the Effective Date, Jim Simmons was appointed as a director to fill the vacancy created on December 31, 2018 by the retirement of Stephen Pirnat. As disclosed in Item 1.01 of this Current Report on Form 8-K, Mr. Simmons was appointed to the DiGiandomenico Cooperation Agreement. Mr. Simmons will receive the Company’s standard compensation for non-executive directors. As of the date of this Current Report on Form 8-K, no decision has been made regarding the appointment of Mr. Simmons to any committee of the Board.
On the Effective Date, Scott Isaacson announced his intention to retire from his positions as a director of the Board, member of the Board’s Audit Committee and Compensation Committee, and chair of the Nominating and Corporate Governance Committee, effective as of the date of the 2019 Annual Meeting. As disclosed in Item 1.01 and to the DiGiandomenico Cooperation Agreement, the Company intends to nominate Bruce Pate as a director candidate at the 2019 Annual Meeting.
Other than as described in Item 1.01 above and this Item 5.02, there are no arrangements or understandings between or among either Mr. Simmons and/or Mr. Pate and any other person to which they were selected as directors or director candidates, respectively. There are no family relationships between Mr. Simmons or Mr. Pate and any of our officers and directors and there is no transaction between the Company and Mr. Simmons or Mr. Pate that is required to be disclosed to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On January 8, 2019, the Company issued a press release relating to the matters described in Items 1.01 and 5.02 of this Current Report on Form 8-K. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety into this Item 7.01.
The information furnished under this Item 7.01 shall not be deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information furnished under this Item 7.01 shall not be incorporated by reference into any filing the Company makes regardless of general incorporation language in the filing, unless expressly incorporated by reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
CLEARSIGN COMBUSTION CORP Exhibit
EX-10.1 2 tv510871_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”),…
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About CLEARSIGN COMBUSTION CORPORATION (NASDAQ:CLIR)
ClearSign Combustion Corporation is engaged in designing and developing technologies for managing various performance characteristics of combustion systems, such as emission and operational performance, and energy efficiency. The Company’s Duplex and Electrodynamic Combustion Control (ECC) platform technologies are used to manage the performance of combustion systems in a range of markets, including the refinery, petrochemical, chemical, power and commercial boiler industries. The Duplex burner technology typically consists of a traditional industrial burner and a porous ceramic tile. The ECC technology includes various components, such as a computer, standard software delivering algorithms to a power amplifier (resident outside the combustion chamber) and electrodes inside the combustion chamber. The ECC technology introduces a computer-controlled high voltage electric field into a combustion volume in order to control gas-phase chemical reactions.