0001493152-19-014620.txt : 20190926 0001493152-19-014620.hdr.sgml : 20190926 20190926164306 ACCESSION NUMBER: 0001493152-19-014620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190925 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190926 DATE AS OF CHANGE: 20190926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACORN ENERGY, INC. CENTRAL INDEX KEY: 0000880984 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 222786081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33886 FILM NUMBER: 191118362 BUSINESS ADDRESS: STREET 1: 1000 N WEST STREET, SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 302-656-1708 MAIL ADDRESS: STREET 1: 1000 N WEST STREET, SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: ACORN FACTOR, INC. DATE OF NAME CHANGE: 20060920 FORMER COMPANY: FORMER CONFORMED NAME: DATA SYSTEMS & SOFTWARE INC DATE OF NAME CHANGE: 19931019 FORMER COMPANY: FORMER CONFORMED NAME: DEFENSE SOFTWARE & SYSTEMS INC DATE OF NAME CHANGE: 19930328 8-K 1 form8-k.htm

 

 

 

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) September 25, 2019

 

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-33886   22-2786081

(State or Other Jurisdiction

of Incorporation)

  

(Commission

file Number)

  

(IRS Employer

Identification No.)

 

1000 N West Street, Suite 1200, Wilmington, Delaware   19801
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (302) 656-1708

 

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-2 under the Exchange Act (17 CFR 240.14a-2)

 

[  ] 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
None        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

The Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 25, 2019. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

 

Proposal 1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2020 and until their successors are duly elected and qualified.

 

Name of Nominee   Total Votes For   Total Votes Withheld   Broker Non-Votes
             
Jan H. Loeb   14,074,765.44   149,552   15,708,495
Gary Mohr   13,774,338.44   449,979   15,708,495
Michael F. Osterer   13,774,338.44   449,979   15,708,495
Samuel M. Zentman   13,215,788.44   1,008,529   15,708,495

 

Proposal 2 – The stockholders approved an amendment to the Company’s restated certificate of incorporation to authorize a reverse split of the Company’s common stock at any time prior to September 25, 2020, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Company’s Board of Directors.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
28,798,780.44   1,056,197   77,830   0

 

Proposal 3 – The stockholders approved any motion to adjourn the Annual Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Annual Meeting to approve Proposal 2.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
29,211,115.44   680,673   41,018   0

 

Proposal 4 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of Friedman LLP as the independent registered public accounting firm for the year ending December 31, 2019.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
29,820,115.44   81,320   31,373   0

 

Proposal 5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
13,655,587.44   259,751   308,979   15,708,495

 

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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 on this 26th day of September, 2019.

 

  ACORN ENERGY, INC.
   
  By: /s/ Tracy S. Clifford
  Name: Tracy S. Clifford
  Title: Chief Financial Officer

 

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