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): August 26, 2016
NORTHERN POWER SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada | 000-55184 | 98-1181717 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
29 Pitman Road
Barre, Vermont 05641
(Address of principal executive offices)
(802) 461-2955
(Registrants telephone number, including area code)
None
(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 Securities Holders. |
Results of 2016 Annual General Meeting of Shareholders
On August 26, 2016, Northern Power Systems Corp. (the Company) held its Annual General Meeting of Shareholders (the Annual Meeting). As of the close of business on July 22, 2016, the record date for the Annual Meeting, there were a total of 23,173,884 common shares outstanding and entitled to vote at the Annual Meeting. The holders of 1,158,695 common shares were required to be present in person or represented by proxy at the Annual Meeting to have a quorum. At the Annual Meeting, 10,261,937 common shares were represented in person or by proxy, therefore a quorum was present. Three proposals were presented for voting. Set forth below are the final results for all proposals.
First Proposal Setting the Number of Directors
The proposal to set the number of directors of the Company at nine was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:
For: | 10,260,896 | |
Against: | 1,040 | |
Abstained: | 1 |
Second Proposal Election of Nine Directors
The following nine directors were nominated to serve for one-year terms expiring at the annual general meeting of shareholders to be held in 2017, or until their successors have been duly elected and qualified. The nine directors received the requisite majority of votes cast at the meeting, as indicated below, and were therefore elected to serve as directors of the Company.
Nominee | For | Withheld | Not Voted | |||||||||
Marcus D. Baker |
10,096,829 | 10,000 | 155,108 | |||||||||
Ciel R. Caldwell |
10,096,829 | 10,000 | 155,108 | |||||||||
Alexander Hap Ellis III |
10,096,829 | 10,000 | 155,108 | |||||||||
Richard Hokin |
10,096,829 | 10,000 | 155,108 | |||||||||
William F. Leimkuhler |
10,096,829 | 10,000 | 155,108 | |||||||||
Robert L. Lentz |
10,096,829 | 10,000 | 155,108 | |||||||||
Troy C. Patton |
10,095,829 | 11,000 | 155,108 | |||||||||
John Simon, Ph.D. |
10,095,829 | 11,000 | 155,108 | |||||||||
Gregory Wolf |
10,096,829 | 10,000 | 155,108 |
Third Proposal Ratification of the Appointment of Independent Registered Public Accountants
The appointment of RSM US LLP (formerly, McGladrey LLP) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016 was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:
For: | 10,261,937 | |
Against: | 0 | |
Abstained: | 0 |
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SIGNATURE
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.
NORTHERN POWER SYSTEMS CORP. | ||||||
Date: August 31, 2016 | By: | /s/ Ciel R. Caldwell | ||||
Name: Ciel R. Caldwell | ||||||
Title: President and Chief Operating Officer |
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