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EX-3 - EX-3 - UQM TECHNOLOGIES INC | uqm-20150924xex3.htm |
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): September 24, 2015
UQM Technologies, Inc.
(Exact name of registrant as specified in its charter)
Colorado |
1-10869 |
84-0579156 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4120 Specialty Place
Longmont, Colorado 80504
(Address of principal executive offices, including zip code)
(303) 682-4900
(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:
[ ] 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below at the annual meeting of shareholders of UQM Technologies, Inc. (the “Company”) held on September 24, 2015, the Company’s shareholders approved the amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock by 25,000,000 shares to 75,000,000 (the “Amendment”). Articles of Amendment implementing the Amendment were filed with the Colorado Secretary of State on September 28, 2015 and are filed as Exhibit 3.1 and incorporated into this report by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on September 24, 2015. At the annual meeting, the shareholders of the Company (i) elected the persons listed below to serve as directors of the Company until the 2016 annual meeting of shareholders, (ii) approved on an advisory basis the compensation for the Company’s named executive officers, and (iii) approved the Amendment of the Company’s articles of incorporation.
The Company had 40,541,847 shares of common stock outstanding as of July 31, 2015, the record date for the annual meeting. At the annual meeting, holders of a total of 33,380,464 shares of common stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the annual meeting:
Proposal 1. The shareholders elected each of the four nominees to the Board of Directors for a one-year term. The voting results were as follows:
|
Shares |
Shares |
Broker |
Donald W. Vanlandingham |
9,240,354 |
690,962 |
23,449,148 |
Stephen J. Roy |
9,200,240 |
731,076 |
23,449,148 |
Joseph P. Sellinger |
9,158,754 |
772,562 |
23,449,148 |
John E. Sztykiel |
9,230,590 |
700,726 |
23,449,148 |
Proposal 2. The shareholders approved on an advisory basis the compensation of the Company’s named executive officers:
Shares |
Shares |
Shares |
Broker |
8,045,029 |
1,673,077 |
213,210 |
23,449,148 |
1
Proposal 3. The shareholders approved the Amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock by 25,000,000 shares to 75,000,000:
Shares |
Shares |
Shares |
Broker |
25,928,208 |
6,262,020 |
1,190,236 |
0 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description of Exhibit
3.1Articles of Amendment to the Articles of Incorporation of the Company
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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.
|
UQM TECHNOLOGIES, INC. |
Dated: September 28, 2015 |
By: /s/ DAVID I. ROSENTHAL |
|
David I. Rosenthal |
|
Treasurer, Secretary and Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit No.Description of Exhibit
3.1Articles of Amendment to the Articles of Incorporation of the Company
4