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): May 25, 2017

_____________________________

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

(Registrant’s 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 

 

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

 

Results of 2017 Annual General Meeting of Shareholders

 

On May 25, 2017, Northern Power Systems Corp. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of business on April 18, 2017, the record date for the Annual Meeting, there were a total of 23,613,884 common shares outstanding and entitled to vote at the Annual Meeting. The holders of 1,180,694 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, 17,431,714 common shares were represented in person or by proxy, therefore a quorum was present. Two proposals were presented and voted on. Set forth below are the final results for all proposals.

 

First 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 2018, 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  
Ciel R. Caldwell 16,794,358   0   637,356  
Alexander “Hap” Ellis III 16,794,358   0   637,356  
Richard Hokin 16,794,358   0   637,356  
Kevin Kopczynski 16,794,358   0   637,356  
William F. Leimkuhler 16,794,358   0   637,356  
Robert L. Lentz 16,794,358   0   637,356  
Troy C. Patton 16,793,358   1,000   637,356  
John Simon, Ph.D. 16,793,358   1,000   637,356  
Gregory Wolf 16,794,358   0   637,356  

 

Second Proposal – Ratification of the Appointment of Independent Registered Public Accountants

 

The ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017, was approved by the requisite majority of the votes cast by shareholders at the Annual Meeting, as indicated below:

 

For: 17,431,714

Against: 0

Abstained: 0

 

 
 

 

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.

 

  NORTHERN POWER SYSTEMS CORP.
       
       
Date:  July 20, 2017 By: /s/ Ciel R. Caldwell  
  Name: Ciel R. Caldwell   
  Title: President and Chief Operating Officer