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 23, 2012
GREENMAN TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-13776 | 71-0724248 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
7 Kimball Lane
Lynnfield Massachusetts 01940
(Address of Principal Executive Offices, including Zip Code)
(781) 224-2411
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On July 23, 2012, GreenMan Technologies, Inc., a Delaware corporation (the “Company”), held its 2012 Annual Meeting of Stockholders, at which directors were elected, we received approval to amend our Restated Certificate of Incorporation to change our name, increase our authorized shares of Common Stock and eliminate the description of the Class A Convertible Preferred Stock. In addition, shareholder’s ratified Schechter, Dokken, Kanter, Andrews & Selcer, Ltd.’s appointment as the Company’s independent auditors for the fiscal year ending September 30, 2012 was ratified. The final voting results of each of these matters were as follows:
| 1. | Election of Directors: |
| Votes | Broker | |||||
| Nominee | Votes For | Withheld | Non-Votes | |||
| Maury Needham | 19,243,078 | 523,075 | 15,908,032 | |||
| Lew Boyd | 19,239,678 | 526,475 | 15,908,032 | |||
| Kevin Tierney, Sr. | 19,242,073 | 524,080 | 15,908,032 | |||
| Lyle Jensen | 19,251,478 | 514,675 | 15,908,032 |
| 2. | Approve an amendment to our Restated Certificate of Incorporation to change the Company’s name from GreenMan Technologies, Inc. to American Power Group Corporation: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 55,858,155 | 347,910 | 8,119 | -- |
| 3. | Approve an amendment to our Restated Certificate of Incorporation to increase the number of shares of our Common Stock from 100,000,000 to 150,000,000: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 53,526,790 | 2,663,083 | 24,309 | -- |
| 4. | Approve an amendment to our Restated Certificate of Incorporation to eliminate the description of the Class A Convertible Preferred Stock: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 39,528,702 | 747,355 | 30,096 | 15,908,032 |
| 5. | Ratification of the appointment of Schechter, Dokken, Kanter, Andrews & Selcer, Ltd. as independent auditors for fiscal year ending September 30, 2012: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 54,816,171 | 1,297,378 | 100,634 | -- |
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.
GREENMAN TECHNOLOGIES, INC.
By: /s/ Charles E. Coppa
Charles E. Coppa
Chief Financial Officer
Date: July 26, 2012