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) February 1, 2020

Registrant’s telephone number, including area code (302) 601-4659

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On February 1, 2020 Pacific Green Technologies Inc. (“we”, “us”, “our”, the “Company”) entered into an Employment Agreement with Mr. Eric Prouty, an American citizen, to become an Independent Non-Executive Director of our Company, pursuant to which he will receive compensation of $36,000 per annum for the term of the agreement to begin February 1, 2020 (the “Agreement”). Mr Prouty will also be paid USD$5,000 per annum per committee he sits on, and USD$10,000 per committee when he acts as Chairman.

Mr Prouty will be appointed Chairman of the Audit Committee for the first year of his Agreement, and be appointed to the Remuneration Committee.

Pursuant to the Agreement, Mr. Prouty will also be entitled to receive stock options to purchase our common shares as follows:

The foregoing appointment of Mr. Eric Prouty follows the resignation of Dr. Andrew Jolly as a Non-Executive Director of the Company on February 1, 2020. Dr. Jolly’s resignation did not result from any disagreement with the Company regarding its policies, practices or otherwise. Dr. Jolly did not receive any compensation for loss of office. Dr. Jolly will become a Senior Technical Adviser to our Company.

On February 1, 2020, as described above, we issued the options to purchase 60,000 common shares to Mr. Prouty. The securities were issued to one US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)), in a transaction not involving a “public offering”, relying on section 4(a)(2) of the Securities Act.

Eric Prouty—Independent Non-Executive Director

Eric Prouty, is an experienced Equity Research Analyst and Investor Relations consultant. His research work has primarily focused on environmental sustainability.

In November 2013, Mr Prouty was a founding partner of AdvisIRy, an investor relations firm based in New York. He also sits on the board of Hudson Technologies Inc. (NASDAQ: HDSN), a NASDAQ listed company, where he is a member of the Audit, Compensation, Nominating and Executive committees.

Prior to the appointments above, Mr Prouty was a Senior Research Analyst at Canaccord Genuity (2006-2011), Director of Equity Research at Adams Harkness (2001-2007), Senior Equity Research Analyst at Robertson Stephens (2000-2001), an Equity Research Analyst at First Albany (1996-2000) and an Equity Research Associate at State Street (1992-1996).

Mr. Prouty graduated with a B.A. in Economics from Dickinson College.

Except as disclosed herein, there have been no transactions between the Company and Mr. Prouty since our last fiscal year which would be required to be reported herein. There are no family or similar relationships among Mr. Prouty and any of our officers, directors, or affiliates.

Exhibits

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.

PACIFIC GREEN TECHNOLOGIES INC.