Item 5.07 Submission of Matters to a Vote of Security Holders
On April 23, 2019, UQM Technologies, Inc., a Colorado corporation (UQM), held a special meeting of its shareholders (the Special Meeting). UQMs shareholders voted on three proposals at the Special Meeting, each of which is described in more detail in the definitive proxy statement filed by UQM with the Securities and Exchange Commission on March 7, 2019.
At the close of business on March 4, 2019, the record date for the Special Meeting, there were 56,197,188 shares of UQM common stock outstanding and eligible to vote at the Special Meeting. Present at the Special Meeting in person or by proxy were holders of 42,374,754 shares of UQM common stock, representing approximately 75.4% of the total outstanding shares of UQM common stock. The results of each proposal are set forth below.
1.
Approval of Agreement and Plan of Merger
The Agreement and Plan of Merger dated as of January 21, 2019, by and among UQM, Danfoss Power Solutions (US) Company (Danfoss) and a wholly owned subsidiary of Danfoss (Merger Sub), pursuant to which Merger Sub will be merged with and into UQM, with UQM surviving the merger as a wholly owned subsidiary of Danfoss (the Merger) was approved by the following vote:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
39,144,717
|
|
3,033,534
|
|
196,503
|
|
0
|
2.
Advisory vote to approve named executive officer compensation
To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of UQM in connection with the Merger was approved by the following vote:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
36,772,255
|
|
4,514,042
|
|
1,088,457
|
|
0
|
3.
Proposal to adjourn the Special Meeting
A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement. The proposal was approved by the following vote:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
38,414,451
|
|
3,297,584
|
|
662,719
|
|
0
|
2