UQM Technologies, Inc. (NYSEMKT:UQM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual meeting of shareholders on November
22, 2016. At the annual meeting, the shareholders of the Company:
|
(i) |
Approved the transaction providing for American Compass, |
|
(ii) |
Elected the persons listed in Proposal 4 below to serve |
|
(iii) |
Approved on an advisory basis the compensation for the |
|
(iv) |
Approved the amendment to the Companys 2012 equity |
|
(v) |
Approved the amendment to the Companys stock bonus plan |
|
(vi) |
Approved the ratification of the appointment of Hein |
|
(vii) |
Approved the adjournment of the final portion of the |
The Company had 48,518,666 shares of common stock outstanding as
of October 4, 2016, the record date for the annual meeting. At
the annual meeting, holders of a total of 43,605,762 shares of
common stock were present in person or represented by proxy. The
following sets forth information regarding the results of the
voting at the annual meeting:
Proposal 1. The shareholders approved the Transaction, which
results in a change of control of the Company:
|
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|
27,055,778 |
4,139,291 |
84,486 |
12,326,207 |
1
Proposal 4.The shareholders elected each of the five nominees
to the Board of Directors for a one-year term. The voting
results were as follows:
|
Name |
Shares Voted For |
Shares Withheld |
Broker Non-Votes |
|
Donald W. Vanlandingham |
28,326,093 |
2,953,462 |
12,326,207 |
|
Joseph R. Mitchell |
28,423,626 |
2,855,929 |
12,326,207 |
|
Stephen J. Roy |
28,378,061 |
2,901,494 |
12,326,207 |
|
Joseph P. Sellinger |
28,366,643 |
2,912,912 |
12,326,207 |
|
John E. Sztykiel |
28,291,927 |
2,987,628 |
12,326,207 |
Proposal 5.The shareholders approved on an advisory basis the
compensation of the Companys named executive officers:
|
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|
23,800,197 |
6,180,235 |
1,299,123 |
12,326,207 |
Proposal 6.The shareholders approved the amendment to the
Companys 2012 equity incentive plan to increase the number of
shares available for grant by 2,500,000 shares:
|
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|
23,139,346 |
7,263,274 |
876,935 |
12,326,207 |
Proposal 7. The shareholders approved the amendment to the
Companys stock bonus plan to increase the number of shares
available for grant by 300,000 shares:
|
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|
23,212,041 |
7,243,510 |
824,004 |
12,326,207 |
2
Proposal 8. The shareholders approved the ratification of the
appointment of Hein Associates LLP to act as our independent
auditors for the fiscal year ending December 31, 2016:
|
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
|
39,696,593 |
2,680,826 |
1,228,343 |
Proposal 9. The shareholders approved the adjournment of the
final portion of the annual meeting to reconvene on December 9,
2016 at 10:00 a.m. at the Companys headquarters, 4120 Specialty
Place, Longmont, Colorado 80504:
|
Shares Voted For |
Shares Voted Against |
|
43,605,762 |
0 |
When the meeting is reconvened, the shareholders will vote to
approve (a) the Amended and Restated Articles of Incorporation
of the Company that, among other things, would increase the
number of authorized shares of common stock by 100,000,000 to
175,000,000, which is necessary to effect the Transaction, and
(b) a further amendment to the Amended and Restated Articles of
Incorporation to decrease the shareholder vote needed to
approve future amendments to the articles of incorporation and
certain corporate transactions from two-thirds of the
outstanding shares to a majority of the outstanding shares.
Item 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
The following exhibit is furnished as part of this Current
Report on Form 8-K.
|
Exhibit No. |
Description of Exhibit |
|
99.1 |
Press Release datedNovember 22, 2016 |
3
About UQM Technologies, Inc. (NYSEMKT:UQM)
UQM Technologies, Inc., (UQM) develops, manufactures and sells electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, military and industrial markets. The Company’s focus is incorporating its technology as propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles, delivering the heart of the electric vehicle. UQM’s principal products include propulsion motors and generators with power ratings from 50 kilowatts to 250 kilowatts, auxiliary motors and electronic controls and direct current (DC)-to-DC converters. The Company has developed two basic frame size propulsion systems: the PowerPhase Pro for passenger car, light commercial applications, light duty marine and other lighter duty applications, and the PowerPhase HD lineup of products for heavier commercial bus and truck applications and heavier duty marine and other applications. UQM Technologies, Inc. (NYSEMKT:UQM) Recent Trading Information
UQM Technologies, Inc. (NYSEMKT:UQM) closed its last trading session up +0.012 at 0.491 with 26,297 shares trading hands.
