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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 26, 2016
Ameresco, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
 
001-34811
 
04-3512838
(State or Other Juris-
diction of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
111 Speen Street, Suite 410, Framingham, MA
 
01701
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (508) 661-2200
 
 
 
 
 
(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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
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 Security Holders.
The Company held its 2016 Annual Meeting of Stockholders on May 26, 2016 (the “2016 Annual Meeting”). At the 2016 Annual Meeting, holders of the Company’s Class A and Class B common stock, voting together as a single class:
•
elected Douglas I. Foy and Jennifer L. Miller to serve as the Company’s class III directors until the Company’s 2019 annual meeting of stockholders and until their successors are elected and qualified;
•
ratified the selection of RSM US LLP as the Company’s independent registered public accounting firm for 2016; and
•
ratified the Company’s 2010 Stock Incentive Plan.
The matters acted upon at the 2016 Annual Meeting, and the voting tabulation for each matter, are as follows:
Proposal 1:
The election of the following nominees for class III directors for a term of three years (voted on by holders of Class A common stock and Class B common stock, voting together as a single class):
Nominee 
Votes For
Votes Withheld
Broker
Non-Votes
Douglas I. Foy
104,512,941

 
804,242

 
9,266,434

 
Jennifer L. Miller
104,779,119

 
538,064

 
9,266,434

 
Proposal 2:
Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (voted on by holders of Class A common stock and Class B common stock, voting together as a single class):
Votes For
Votes Against 
Abstain 
Broker
Non-Votes
114,540,481

 
35,760

 
7,376

 
—

 
Proposal 3:
Ratification of the Company’s 2010 Stock Incentive Plan (voted on by holders of Class A common stock and Class B common stock, voting together as a single class):
Votes For
Votes Against 
Abstain 
Broker
Non-Votes
101,932,305

 
3,337,003

 
47,874

 
9,266,435

 






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.
 
 
 
 
 
 
AMERESCO, INC.
 
 
Date: June 1, 2016
By:
/s/ David J. Corrsin
 
 
 
David J. Corrsin
 
 
 
Executive Vice President, General Counsel and Secretary