Attached files
| file | filename |
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| EX-99.1 - Global Clean Energy Holdings, Inc. | v191044_ex99-1.htm |
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): July 15, 2010
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Utah
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(State
of Incorporation)
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000-12627
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87-0407858
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|
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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100 W. Broadway, Suite 650, Long Beach
California
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90802
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310) 641-4234
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(Registrant’s
Telephone Number, Including Area
Code)
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6033 W. Century Blvd, Suite 895, Los Angeles,
California 90045
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(Former
Name or Former Address, if Changed Since Last
Report)
|
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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
|
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¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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ITEM
5.07 SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
Annual
Meeting of Stockholders
An annual
meeting (“Annual
Meeting”) of the stockholders of Global Clean Energy Holdings, Inc., a
Utah corporation (the “Company”), was held
on July 15, 2010. The Company filed its definitive proxy statement in connection
with the Annual Meeting with the U.S. Securities and Exchange Commission on June
2, 2010 (File No. 000-12627, which can be viewed at: www.sec.gov). The
Company’s stockholders considered the following proposals at the Annual
Meeting:
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·
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Proposal
I: a proposal to elect each of Mark Bernstein, Richard Palmer, David
Walker and Martin Wenzel to the Company’s Board of Directors (“Board”);
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·
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Proposal
II: a proposal to ratify the appointment of Hansen, Barnett & Maxwell,
P.C., as the Company’s independent registered public accountant for the
fiscal year ending December 31,
2010;
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·
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Proposal
III: a proposal to approve the adoption of the Company’s 2010 Equity
Incentive Plan;
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·
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Proposal
IV: a proposal to approve the reincorporation of the Company in the State
of Delaware pursuant to a merger with and into a wholly-owned subsidiary
of the Company; and
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·
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Proposal
V: a proposal to approve an amendment to the Company’s Certificate (or
Articles) of Incorporation to effect, in the discretion of the Company’s
Board, a reverse stock split of the Company’s common stock at any time
prior to next year’s annual meeting of stockholders at a reverse split
ratio in the range of between 1-for-5 and 1-for-20, which specific ratio
will be determined by the Board.
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Voting
Results
Proposal
I: Election of Directors was approved as follows:
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·
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Mark
Bernstein was been elected with 137,088,608 “FOR” votes and 1,878,370
“WITHHOLD” votes.
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|
·
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Richard
Palmer has been elected with 138,525,408 “FOR” votes and 441,570
“WITHHOLD” votes.
|
|
·
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David
Walker has been elected with 136,979,008 “FOR” votes and 1,987,970
“WITHHOLD” votes.
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·
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Martin
Wenzel has been elected with 137,088,408 “FOR” votes and 1,878,570
“WITHHOLD” votes.
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Proposal
II: Ratification of Hansen, Barnett & Maxwell, P.C., as independent auditors
for the year ending December 31, 2010, was approved with 189,716,330 “FOR”
votes, 370,803 “AGAINST” votes and 14,043,130 “ABSTAIN” votes.
Proposal
III: Adoption of the 2010 Equity Incentive Plan was approved with 127,933,714
“FOR” votes, 2,107,290 “AGAINST” votes and 14,033,831 “ABSTAIN”
votes.
Proposal
IV: Approval of the reincorporation of the Company in the State of Delaware
pursuant to a merger with and into a wholly owned subsidiary of the Company was
approved with 142,585,615 “FOR” votes, 1,192,670 “AGAINST” votes and 296,550
“ABSTAIN” votes.
Proposal
V: Approval of amendment to company’s Certificate of Incorporation (or Articles
of Incorporation) to effect reverse stock split, was approved with 193,126,147
“FOR” votes, 5,724,965 “AGAINST” votes and 5,279,148 “ABSTAIN”
votes.
ITEM
8.01 OTHER
EVENTS
On July
21, 2010, the Company issued a press release announcing stockholder approval of
all of the proposals considered at the Annual Meeting. The press
release also states that the merger to reincorporate the Company in the State of
Delaware (as further described in Proposal IV above) was completed on July 19,
2010. A copy of the press release is filed as an exhibit to this Current Report
on Form 8-K.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
No.
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Description
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||
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99.1
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Press
Release dated July 21, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
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|||
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Date: July
21, 2010
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By:
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/s/ Bruce Nelson | |
| Bruce Nelson, | |||
| Chief Financial Officer | |||