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): January 5, 2015 (December 30, 2014)

 

Ener-Core, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-173040   46-0525350

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9400 Toledo Way, Irvine, California   92618
(Address of principal executive offices)   (Zip Code)

 

(949) 616-3300

(Registrant’s telephone number, including area code)

 

 

(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:

 

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 December 30, 2014, Ener-Core Inc. (the “Company”) held its Annual Meeting of Shareholders.  Set forth below is a brief description of each matter voted upon at the meeting and the final voting results with respect to each matter.

 

1.The following individuals were nominated in 2014 to serve until the Annual Meeting of Shareholders for the fiscal year ending December 31, 2015 and until such director’s respective successor is elected or qualified, or until such director’s earlier death, resignation or removal from office.  All of the nominees were elected.  The results were as follows:

 

Nominee  Votes
For
   Votes
Withheld
   Broker
Non-Votes
 
Michael J. Hammons   60,624,583    198,351    28,562,257 
Alain J. Castro   60,611,473    211,461    28,562,257 
Christopher J. Brown   60,625,083    197,851    28,562,257 
Jeffrey A. Horn   60,788,783    34,151    28,562,257 
Bennet P. Tchaikovsky   60,610,583    212,351    28,562,257 
Ian C. Copeland   60,777,383    45,551    28,562,257 

 

2.The appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified. The results were as follows:

 

Votes For   87,893,230 
Votes Against   64,866 
Abstain   1,427,095 

 

3.The Company’s shareholders approved, on an advisory basis, the Company’s executive compensation. The results were as follows:

 

Votes For   59,581,248 
Votes Against   280,190 
Abstain   961,496 
Broker Non-Votes   28,562,257 

 

4. The Company’s shareholders recommended, on an advisory basis, the holding of future advisory votes on named executive officer compensation every one year.  The results were as follows:

 

One Year   36,786,653 
Two Years   712,825 
Three Years   23,390,030 
Abstain   33,422 
Broker Non-Votes   28,562,257 

 

Based on the voting results for proposal number 4 above for which Company shareholders approved, on an advisory basis, the holding of future advisory votes on executive compensation (“say on pay”) every one year, the Company intends to hold future say on pay advisory votes every year, until the next shareholder vote on say on pay frequency.

 

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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 thereunto duly authorized.

 

 

 

Ener-Core Inc.

(Registrant)

     
  Dated: January 5, 2015 By:  /s/ Domonic J. Carney
  Domonic J. Carney
  Chief Financial Officer

 

 

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