United
States
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code:
(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 (see General Instruction A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On April 12, 2024, Pineapple Energy Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on the three proposals described below. The proposals presented at the Special Meeting are described in detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on March 6, 2024.
Of the 57,091,405 shares of common stock, par value $0.05 per share (the “Common Stock”) outstanding and entitled to vote at the Special Meeting, 34,118,873 or 59.76%, of the outstanding shares, were present either in person or by proxy.
The results for each of the proposals submitted to a vote of shareholders at the Special Meeting are as follows:
Proposal 1: Reverse Stock Split Proposal
The Company's shareholders did not approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s Common Stock at a ratio within a range of 1-for-25 to 1-for-200 by voting as follows:
| For | Against | Abstain | ||||
| 27,625,617 | 6,441,977 | 51,279 |
Proposal 2: Authorized Share Amendment Proposal
The Company’s shareholders did not approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 112,500,000 to 2,000,000 by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||||
| 21,070,030 | 5,934,760 | 35,700 | 7,078,383 |
Proposal 3: Adjournment Proposal
The Company’s shareholders approved the proposal to permit the Company to adjourn or postpone the Special Meeting for the purpose of soliciting additional proxies if there are insufficient votes to approve any of the proposals at the time of the Special Meeting by voting as follows:
| For | Against | Abstain | ||||
| 25,763,773 | 8,231,308 | 123,792 |
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, thereunto duly authorized.
| PINEAPPLE ENERGY INC. | ||
| By: | /s/ Kyle J. Udseth | |
| Kyle J. Udseth, Chief Executive Officer | ||
| Date: April 15, 2024 | ||
Cover |
Apr. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 12, 2024 |
| Entity File Number | 001-31588 |
| Entity Registrant Name | Pineapple Energy Inc. |
| Entity Central Index Key | 0000022701 |
| Entity Tax Identification Number | 41-0957999 |
| Entity Incorporation, State or Country Code | MN |
| Entity Address, Address Line One | 10900 Red Circle Drive |
| Entity Address, City or Town | Minnetonka |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55343 |
| City Area Code | (952) |
| Local Phone Number | 996-1674 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value, $.05 per share |
| Trading Symbol | PEGY |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Information, Former Legal or Registered Name | N/A |