NORTHERN POWER SYSTEMS CORP. (TSE:NPS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
Results of 2018 Annual General Meeting of Shareholders
On June 27, 2018, Northern Power Systems Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of business on May 21, 2018, the record date for the Annual Meeting, there were a total of 23,613,884 common shares outstanding and entitled to vote at the Annual Meeting. The holders of 1,180,694 common shares were required to be present in person or represented by proxy at the Annual Meeting to have a quorum. At the Annual Meeting, 17,431,714 common shares were represented in person or by proxy, therefore a quorum was present. Four proposals were presented and voted on. Set forth below are the final results for all proposals.
First Proposal – Setting the Number of Directors at Seven
Setting the number of directors of the Company at seven was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:
For: 4,369,220
Against: 148,600
Abstained: 0
Second Proposal – Election of Seven Directors
The following seven directors were nominated to serve for one-year terms expiring at the annual general meeting of shareholders to be held in 2019, or until their successors have been duly elected and qualified. The seven directors received the requisite majority of votes cast at the meeting, as indicated below, and were therefore elected to serve as directors of the Company.
| Nominee | For | Withheld | NotVoted |
| Ciel R. Caldwell | 4,517,820 | ||
| Alexander “Hap” Ellis III | 4,517,820 | ||
| Richard Hokin | 4,517,820 | ||
| Kevin Kopczynski | 4,517,820 | ||
| William F. Leimkuhler | 4,517,820 | ||
| Robert L. Lentz | 4,517,820 | ||
| John Simon, Ph.D. | 4,517,820 |
Third Proposal – Ratification of the Appointment of Independent Registered Public Accountants
The ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December31, 2018, was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:
For: 4,517,820
Against: 0
Abstained: 0
Fourth Proposal – Amending the Company’s 2014 Stock Option and Incentive Plan
Amending the Company’s 2014 Stock Option and Incentive Plan to increase the number of common shares available for issuance under the plan by 2,000,000 shares from 4,000,000 shares to 6,000,000 shares was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:
For: 4,517,820
Against: 0
Abstained: 0
About NORTHERN POWER SYSTEMS CORP. (TSE:NPS)
Northern Power Systems Corp. is a provider of renewable power creation and power conversion technology for the energy sector. The Company designs, manufactures and services permanent magnet direct-drive (PMDD) wind turbines for the distributed wind market. Its segments include Product Sales and Service, Technology Licensing, Technology Development and Shared Services. The Product Sales and Service segment includes the sale of distributed-class turbines along with related services and other products produced and sold to customers. The Technology Licensing segment includes the licensing of packages of its developed technology. The Technology Development segment includes the development of technology for specific customer needs. The Shared Services segment comprises general and administrative departments. The Company licenses its utility-class wind turbine platform, which uses the PMDD technology as its distributed turbines, to the manufacturers on a global basis.