cpst_8K_MeetingResults

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 31, 2018  (August 30, 2018)

 

CAPSTONE TURBINE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

Delaware

 

001-15957

 

95-4180883

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

 

 

 

 

 

16640 Stagg Street,

 

 

 

 

Van Nuys, California

 

 

 

91406

(Address of principal executive offices)

 

 

 

(Zip Code)

 

(818) 734-5300

(Registrant’s telephone number, including area code)

 

Former name or former address, if changed since last report: N/A

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e) Amendment of 2017 Equity Incentive Plan

 

At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Capstone Turbine Corporation (the “Company”) held on August 30, 2018, the Company’s stockholders approved an amendment to the Company’s 2017 Equity Incentive Plan (as amended, the “Amended Plan”) to increase the number of shares available thereunder by 3,000,000 shares. The Company’s Board of Directors previously approved the Amended Plan, subject to such stockholder approval.

 

A summary of the material terms of the Amended Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 13, 2018 (the “Proxy Statement”), and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Amended Plan, which is filed as Appendix A to the Proxy Statement and is incorporated herein by reference. 

 

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

 

As described in Item 5.02 above, the Company held its Annual Meeting on August 30, 2018 at the offices of Goodwin Procter LLP, 601 South Figueroa Street, 41st Floor, Los Angeles, CA 90017.  According to the inspector of elections, the stockholders present in person or by proxy represented 53,424,077 shares of common stock (entitled to one vote per share). At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as follows:

 

Proposal 1: Election of Directors.

 

 

 

 

 

 

 

 

 

Director

    

Votes For

    

Votes Withheld

    

Broker Non-Votes

 

Holly A. Van Deursen

 

15,162,451

 

1,440,654

 

36,820,972

 

Paul DeWeese

 

15,263,621

 

1,339,484

 

36,820,972

 

Robert C. Flexon

 

15,290,423

 

1,312,682

 

36,820,972

 

Darren R. Jamison

 

14,637,289

 

1,965,816

 

36,820,972

 

Yon Y. Jorden

 

14,923,861

 

1,679,244

 

36,820,972

 

Noam Lotan

 

15,175,720

 

1,427,385

 

36,820,972

 

Gary J. Mayo

 

15,144,061

 

1,459,044

 

36,820,972

 

 

Each of the individuals listed above was elected as a director of the Company to serve until the next annual meeting or until his or her successor is elected and qualified.

 

Proposal 2: Approval of an amendment to increase the number of shares available under the Capstone Turbine Corporation 2017 Equity Incentive Plan by 3,000,000.

 

 

 

 

 

 

 

 

 

Votes For

    

Votes Against

    

Votes Abstain

    

Broker Non-Votes

 

12,036,800

 

4,405,666

 

160,639

 

36,820,972

 

 

The stockholders voted to approve the amendment to the Capstone Turbine Corporation 2017 Equity Incentive Plan.

 

Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.

 

 

 

 

 

 

 

 

 

Votes For

    

Votes Against

    

Votes Abstain

    

Broker Non-Votes

 

12,174,086

 

3,764,316

 

664,703

 

36,820,972

 

 

The stockholders voted to approve, on a non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Proposal 4: Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019.

 

 

 

 

 

 

 

Votes For

    

Votes Against

    

Votes Abstain

 

48,911,477 

 

3,364,698 

 

1,147,902 

 

 

The stockholders voted to ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019.


 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

    

Description

 

10.1Capstone Turbine Corporation 2017 Equity Incentive Plan, as amended (a)


(a)Incorporated by reference to Appendix A to Capstone Turbine Corporation’s Definitive Proxy Statement, filed on July 13, 2018 (File No. 001-15957)

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

CAPSTONE TURBINE CORPORATION

 

 

 

Date: August 31, 2018

By:  

/s/ Jayme L. Brooks  

 

 

 

Jayme L. Brooks

Chief Financial Officer, Chief Accounting Officer and Secretary