UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 17, 2018    

UQM Technologies, Inc.  

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Colorado

 

1-10869

 

84-0579156

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

4120 Specialty Place
Longmont, Colorado 80504

(Address of principal executive offices, including zip code)

 

 

 

 

 

Registrant’s telephone number, including area code: (303) 682-4900

 

Not Applicable

(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 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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 

On The Company held its annual meeting of shareholders on October 17, 2018. At the annual meeting, the shareholders of the Company:

 

i)

Elected the persons listed in Proposal 1 below to serve as directors of the Company until the 2019 annual meeting of shareholders;

ii)

Approved on an advisory basis the compensation for the Company’s named executive officers;

iii)

Approved the amendment to the Company’s 2012 equity incentive plan to increase the number of shares available for grant by 2,500,000 shares;

iv)

Approved the amendment to the Company’s stock bonus plan to increase the number of shares available for grant by 300,000 shares;

v)

Approved the ratification of the appointment of Moss Adams LLP to act as the Company’s independent auditors for the fiscal year ending December 31, 2018.

 

The Company had 54,207,190 shares of common stock outstanding as of August 24, 2018, the record date for the annual meeting. At the annual meeting, holders of a total of 49,481,474 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 five nominees to the Board of Directors for a one-year term. The voting results were as follows:

 

 

 

 

 


Name

Shares
Voted “For”

Shares
Withheld

Broker
Non-Votes

Donald W. Vanlandingham

18,941,338

589,941

29,950,195

Joseph R. Mitchell

18,994,806

536,473

29,950,195

Stephen J. Roy

18,975,248

556,031

29,950,195

Joseph P. Sellinger

18,953,076

578,203

29,950,195

John E. Sztykiel

18,962,422

568,857

29,950,195

 

Proposal 2.  The shareholders approved on an advisory basis the compensation of the Company’s named executive officers:

 

 

 

 

 

Shares
Voted “For”

Shares
Voted “Against”

Shares
Voted “Abstain”

Broker
Non-Votes

18,051,815

1,088,333

391,131

29,950,195

1


 

 

 

 

 

 

Proposal 3.  The shareholders approved the amendment to the Company’s 2012 equity incentive plan to increase the number of shares available for grant by 2,500,000 shares:

 

Shares
Voted “For”

Shares
Voted “Against”

Shares
Voted “Abstain”

Broker
Non-Votes

16,809,940

2,376,641

344,698

29,950,195

 

Proposal 4. The shareholders approved the amendment to the Company’s stock bonus plan to increase the number of shares available for grant by 300,000 shares:

 

Shares
Voted “For”

Shares
Voted “Against”

Shares
Voted “Abstain”

Broker
Non-Votes

16,651,941

2,522,882

356,456

29,950,195

 

Proposal 5. The shareholders approved the ratification of the appointment of Moss Adams LLP to act as the Company’s independent auditors for the fiscal year ending December 31, 2018:

 

Shares
Voted “For”

Shares
Voted “Against”

Shares
Voted “Abstain”

48,677,091

516,657

287,726

 

 

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits – None.

 

 

 

 

 

2


 

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.

 

 

28

 

 

UQM TECHNOLOGIES, INC.

 

 

Date: October 19, 2018

By:  /s/DAVID I. ROSENTHAL    

 

         David I. Rosenthal

 

         Treasurer, Secretary and Chief Financial Officer

 

        

 

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