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EX-99.1 - PRESS RELEASE DATED JUNE 15, 2011 - EVERGREEN ENERGY INC | exh99-1_061511.htm |
EX-99.2 - PRESS RELEASE DATED JUNE 15, 2011 - EVERGREEN ENERGY INC | exh99-2_061511.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 15, 2011
EVERGREEN ENERGY INC.
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(Exact name of Registrant as specified in its charter)
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Delaware
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001-14176
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84-1079971
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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IRS Employer
Identification Number
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1225 17th Street, Suite 1300
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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(303) 293-2992
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2011, Thomas H. Stoner, Jr. announced his resignation as Chief Executive Officer of Evergreen Energy Inc. effective July 1, 2011. Mr. Stoner will remain a member of the Board of Directors of the Company. The Company’s Executive Chairman of the Board, Ilyas Khan, will serve as interim CEO.
In conjunction with Mr. Stoner’s resignation, the Company has entered into a severance agreement that provides for: (i) the payment of earned but unpaid salary, commissions, vacation pay, paid time off, expenses, and other amounts to which he is otherwise entitled in accordance with the Company’s established policies through June 30, 2011 and twelve months of health insurance through COBRA for Mr. Stoner and his family. The agreement also provides for the following modification to Mr. Stoner’s previously awarded equity compensation: (i) the forfeiture of 41,667 stock options and 150,000 shares of restricted stock; (ii) the vesting and issuance of 238,889 shares of restricted stock upon Mr. Stoner’s resignation as a director; (iii) the extension and additional vesting of 69,445 shares of restricted stock upon theattainment of the share price condition, provided the share price condition to the vesting of such shares is achieved prior to Mr. Stoner’s resignation as a director. The 260,000 options issued to Mr. Stoner in 2011 having exercise prices ranging from $.65 to $1.46 per share will remain outstanding in accordance with their terms. The severance agreement provides for standard waivers and releases of claims, non-disclosure provisions, and indemnification. Mr. Stoner may continue to provide consulting services to the Company on an as requested basis.
The press release announcing Mr. Stoner’s resignation is attached hereto as Exhibit 99.1.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2011, Evergreen Energy, Inc. (the “Company”) held its Annual Meeting in Denver, Colorado. The following proposals were submitted to the stockholders at the Annual Meeting:
1. Election of directors;
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2. Ratification of the selection of Hein & Associates LLP as our independent registered public accounting firm for the year ending December 31, 2011; and
3. Such other business as may properly be brought before the meeting and any postponements, continuations, or adjournments thereof.
For more information about the foregoing proposals, see our proxy statement dated May 2, 2011. Each holder of common stock is entitled to cast one vote per share of stock held on each matter that properly comes before the Annual Meeting. The total number of shares of common stock entitled to vote at the Annual Meeting was 26,335,664, of which 14,362,174 shares or 54.54% were present in person or by proxy.
The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
Proposal 1.
Nominee
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Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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Robert S. Kaplan
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3,274,775 | 212,493 | 90,083 | 10,784,823 |
Ilyas T. Khan
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3,462,015 | 25,253 | 90,083 | 10,784,823 |
Peter B. Moss, Jr.
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3,468,882 | 18,386 | 90,083 | 10,784,823 |
Richard B. Perl
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2,929,492 | 557,776 | 90,083 | 10,784,823 |
Thomas H. Stoner, Jr.
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3,061,222 | 426,046 | 90,083 | 10,784,823 |
Chester N. Winter
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3,444,411 | 42,857 | 90,083 | 10,784,823 |
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Each of the nominated directors was elected by the shareholders.
Proposal 2.
Proposal
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Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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Hein & Associates LLP
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14,115,690 | 160,164 | 86,320 | 0 |
Hein & Associates LLP was ratified as the Company’s independent registered accounting firm for the year ended December 31, 2011.
Item 7.01. Regulation FD Disclosure.
On June 15, 2011 the Company issued a press release providing an update following the Company’s annual meeting. A copy of this press release is attached hereto as Exhibit 99.2.
The information in Item 7.01 of this Current Report, including Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Exhibit Title or Description
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99.1
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Press Release dated June 15, 2011.
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99.2
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Press Release dated June 15, 2011.
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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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Evergreen Energy Inc.
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Date: June 15, 2011
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By: /s/ Diana L. Kubik
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Diana L. Kubik
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Executive Vice President and Chief Financial Officer
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EVERGREEN ENERGY INC.
EXHIBIT INDEX
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Exhibit
Number
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Exhibit Title or Description
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99.1
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Press Release dated June 15, 2011.
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99.2
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Press Release dated June 15, 2011.
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