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) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | AMRC | The New York Stock Exchange |
• | elected David J. Anderson, Thomas S. Murley and Frank V. Wisneski to serve as the Company’s class I directors until the Company’s 2023 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 2020; |
• | approved the compensation of the Company’s named executive officers; |
• | approved an amendment to the 2017 Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan to 350,000; and |
• | approved the 2020 Stock Incentive Plan. |
Proposal 1: | The election of the following nominees for class I 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 | ||||||
David J. Anderson | 106,813,744 | 584,100 | 7,585,800 | ||||||
Thomas S. Murley | 102,155,355 | 5,242,489 | 7,585,800 | ||||||
Frank V. Wisneski | 105,565,067 | 1,832,777 | 7,585,800 |
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, 2020 (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 | ||||||||
114,670,521 | 290,100 | 23,023 | — |
Proposal 3: | Advisory vote on the approval of the compensation of the Company’s named executive officers (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 | ||||||||
107,231,757 | 159,031 | 7,056 | 7,585,800 |
Proposal 4: | Approval of an amendment ti the the Company’s 2017 Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan to 350,000 (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 | ||||||||
107,369,919 | 25,821 | 2,104 | 7,585,800 |
Proposal 5: | Approval of the Company’s 2020 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 | ||||||||
103,592,005 | 3,803,573 | 2,266 | 7,585,800 |
AMERESCO, INC. | ||||
Date: June 3, 2020 | By: | /s/ David J. Corrsin | ||
David J. Corrsin | ||||
Executive Vice President, General Counsel and Secretary | ||||