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): June 20, 2014

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

(617) 977-2400

(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:

Item 5.02(e)          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)           Amendment of Compensatory Plan

As described below, the shareholders of Atlantic Power Corporation (the “Company”) voted on June 20, 2014 to approve an amendment to the Company’s fifth amended and restated long-term incentive plan (the “LTIP”) to increase the number of common shares of the Company (“Common Shares”) issuable under the LTIP (the “LTIP Amendment”).   Pursuant to the LTIP Amendment, the maximum number of Common Shares available for issuance under the LTIP is increased to a total of 3,000,000, thereby adding an additional 2,000,000 Common Shares, effective as of such shareholder approval on June 20, 2014.

The description of the LTIP Amendment is qualified in its entirety by reference to the full text of the LTIP Amendment, which was provided in Exhibit A to Schedule B of the Information Circular and Proxy Statement (the “Proxy Statement”) for the Company’s 2014 annual and special meeting of its shareholders (the “Annual and Special Meeting”) filed with the Securities and Exchange Commission on April 30, 2014, and is incorporated herein by reference.

Item 5.07              Submission of Matters to a Vote of Security Holders.

The Company held its Annual and Special Meeting on June 20, 2014. At the Annual and Special Meeting, the shareholders of the Company voted on the following matters, casting their votes as described below:

·                  To elect to the board of directors each of the nominees listed below:

·                  To appoint KPMG LLP as auditors of the Company and to authorize the Company’s board of directors to fix the auditors’ remuneration:

·                  Non-binding, advisory vote on the approval of named executive officer compensation:

·                  Ordinary resolution to authorize the Company to amend the LTIP to increase the number of Common Shares issuable under the LTIP:

In addition, on June 20, 2014, the Company issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual and Special Meeting were elected as directors of

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the Company and providing detailed results of the votes cast with respect to such election.  The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits

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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.

EXHIBIT INDEX

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