- Current report filing (8-K)
26 6월 2012 - 6:25AM
Edgar (US Regulatory)
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):
June 20, 2012
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
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1-11512
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04-2857552
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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25 Drydock Avenue, Boston, Massachusetts
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02210-2377
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 897-2400
(Registrants telephone number, including area code)
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):
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))
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of the stockholders of Satcon Technology Corporation (the Company) held on June 20, 2012, the Companys stockholders approved an amendment to the Companys Certificate of Incorporation, increasing the number of authorized shares of the Companys common stock from 200 million to 300 million. The Certificate of Amendment reflecting this increase was filed with the Secretary of State of Delaware and became effective on June 22, 2012. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2012 annual meeting of the stockholders of the Company was held on June 20, 2012. The final results of the voting for the five matters submitted to stockholders at the annual meeting are set forth below.
Proposal 1 - Election of Directors
Each of the following nominees for Class III director was elected based on the following vote:
Name
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Votes For
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Votes Withheld
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Broker Non-
Votes
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Daniel R. Dwight
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49,810,780
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13,029,625
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60,737,854
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David J. Prend
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51,414,751
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11,425,654
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60,737,854
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Charles S. Rhoades
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51,861,971
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10,978,434
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60,737,854
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Proposal 2 -
To approve an amendment to the Companys Certificate of Incorporation increasing the number of the Companys authorized shares of common stock from 200,000,000 to 300,000,000
The amendment to the Companys Certificate of Incorporation was approved based on the following vote:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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102,282,328
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18,688,602
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405,447
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2,201,882
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Proposal 3 - To approve the issuance of up to 25,000,000 additional shares of the Companys common stock to be issued in connection with the conversion of an outstanding unsecured, subordinated convertible promissory note and the payment of interest and principal on such note
The issuance of additional shares of the Companys common stock was approved based on the following vote:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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58,025,607
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4,628,870
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185,927
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60,737,855
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2
Proposal 4 -
To grant to the Board of Directors of the Company the discretionary authority to amend the Companys Certificate of Incorporation to effect a reverse stock split and authorized share reduction
The Board of Directors of the Company was given the discretionary authority to amend the Companys Certificate of Incorporation to effect a reverse stock split and authorized share reduction based on the following vote:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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109,053,034
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11,994,292
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329,051
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2,201,882
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Proposal 5 - To approve an amendment to the Companys 2005 Incentive Compensation Plan increasing the number of shares of common stock available for issuance under the plan from 14,000,000 to 20,000,000
The amendment to the Companys 2005 Incentive Compensation Plans was approved based on the following vote:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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46,519,830
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16,200,313
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120,561
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60,737,555
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Proposal 6 - To ratify the selection of McGladrey LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2012
The selection of McGladrey LLP was ratified by the stockholders of the Company based on the following vote:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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120,497,689
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2,133,443
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947,123
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibts
Exhibit No.
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Description
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3.1
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Certificate of Amendment, filed on June 22, 2012.
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3
SIGNATURE
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.
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SATCON TECHNOLOGY CORPORATION
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Date: June 25, 2012
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By:
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/s/ Aaron Gomolak
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Aaron Gomolak
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Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Certificate of Amendment, filed on June 22, 2012.
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5
Satcon Technology Corp. (MM) (NASDAQ:SATC)
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Satcon Technology Corp. (MM) (NASDAQ:SATC)
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