Current Report Filing (8-k)
September 15 2021 - 6:21AM
Edgar (US Regulatory)
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2021-09-13
2021-09-13
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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) September 13, 2021
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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001-33886
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22-2786081
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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file
Number)
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Identification
No.)
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1000
N West St., Suite 1200, Wilmington, Delaware
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19801
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (410) 654-3315
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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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.
The
Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 13, 2021. 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 2022 and until their successors are duly elected
and qualified.
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Name of Nominee
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Total Votes For
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Total Votes Withheld
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Broker Non-Votes
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Jan H. Loeb
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14,618,622.35
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281,259
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13,900,448
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Gary Mohr
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14,471,300.35
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428,581
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13,900,448
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Michael F. Osterer
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14,469,300.35
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430,581
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13,900,448
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Samuel M. Zentman
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14,471,300.35
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428,581
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13,900,448
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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 13, 2022, at a ratio between one-for-ten and one-for-twenty,
if and as determined by the Company’s Board of Directors.
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Total Votes For
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Total Votes Against
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Total Abstained
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Broker Non-Votes
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27,250,164.35
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1,074,652
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475,512
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0
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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.
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Total Votes For
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Total Votes Against
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Total Abstained
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Broker Non-Votes
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27,629,993.35
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809,854
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360,480
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0
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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, 2021.
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Total Votes For
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Total Votes Against
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Total Abstained
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Broker Non-Votes
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28,288,943.35
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146,069
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365,316
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0
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Proposal
5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive
officers.
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Total Votes For
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Total Votes Against
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Total Abstained
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Broker Non-Votes
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14,288,122.35
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311,172
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300,587
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13,900,448
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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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 14th day of September, 2021.
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ACORN
ENERGY, INC.
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By:
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/s/
Tracy S. Clifford
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Name:
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Tracy
S. Clifford
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Title:
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Chief
Financial Officer
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Acorn Energy (QB) (USOTC:ACFN)
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