| 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- September 20, 2013 |
| (Date of earliest event reported) |
| US GEOTHERMAL INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 001-34023 | 84-1472231 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification |
| No.) |
| 1505 Tyrell Lane, Boise, Idaho 83706 |
| (Address of principal executive offices) (Zip Code) |
| 208-424-1027 |
| (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 of the registrant under any of the following provisions (see General Instruction A.2. below): | |
| [ ] | 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.
At the annual meeting (the “Annual Meeting”) of shareholders of U.S. Geothermal Inc. (the “Company”) held on September 20, 2013, the shareholders of the Company: (1) elected each of the five director nominees set forth below to serve as a director of the Company until the next annual meeting of shareholders or until a successor is duly elected and qualified; (2) ratified the continued appointment of MartinelliMick PLLC as the Company’s independent auditor for the fiscal year ending December 31, 2013; (3) approved, on an advisory basis, the Company’s executive compensation; and (4) approved the Company’s 2009 Stock Incentive Plan. The final voting results of each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.
| (1) |
To elect the following five directors, each to serve until the next annual meeting of shareholders or until a successor is duly elected and qualified: |
| Number of Shares | |||
| Voted For | Vote Withheld | Broker Non-Votes | |
| Dennis J. Gilles | 24,351,960 |
5,382,161 |
40,445,473 |
| Douglas J. Glaspey | 24,246,464 |
5,487,657 |
40,445,473 |
| Paul A. Larkin | 23,980,191 |
5,753,930 |
40,445,473 |
| Leland L. Mink | 29,112,586
|
621,535 |
40,445,473 |
| John H. Walker | 29,087,893 |
646,228 |
40,445,473 |
| (2) |
To ratify the continued appointment of MartinelliMick PLLC as the Company’s independent auditor for the fiscal year ending December 31, 2013: |
| Number of Shares | |||
| Voted | Broker Non- | ||
| Voted For | Against | Abstain | Votes |
| 67,970,167 | 1,674,377 | 535,050 |
- |
| (3) |
To approve, on an advisory basis, the Company’s executive compensation: |
| Number of Shares | |||
| Voted For | Voted Against | Abstain | Broker Non-votes |
26,728,341 |
1,593,447 |
1,412,333 |
40,445,473
|
| (4) |
To approve the Company’s 2009 Stock Incentive Plan: |
| Number of Shares | |||
| Voted For | Voted Against | Abstain | Broker Non-votes |
23,818,479 |
5,299,162 |
616,480 |
40,445,473
|
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.
| Dated: September 23, 2013 | U.S. Geothermal Inc. |
| By: /s/ Kerry D. Hawkley | |
| Kerry D. Hawkley | |
| Chief Financial Officer |