Current Report Filing (8-k)
18 Juni 2020 - 10:01PM
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 16, 2020
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IDEAL POWER INC.
(Exact name of registrant as specified in
Charter)
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Delaware
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001-36216
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14-1999058
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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4120 Freidrich Lane, Suite 100
Austin, Texas, 78744
(Address of Principal Executive Offices)
512-264-1542
(Issuer Telephone number)
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).
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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-12 under the Exchange Act (17 CFR240.14a-12)
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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-(c) under the Exchange Act (17 CFR 240.13(e)-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
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Name of
each exchange on which registered
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Common Stock
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IPWR
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Nasdaq Capital Market
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On June 16, 2020, Ideal Power Inc. (the
“Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) at which the
Company’s stockholders approved the Ideal Power Inc. Amended & Restated 2013 Equity Incentive Plan (the “2013
Plan”). The 2013 Plan was amended primarily to (1) increase the number of authorized shares under the 2013 Plan by
350,000 shares and (2) to extend the term of the 2013 Plan to June 16, 2030. The 2013 Plan became effective immediately upon
stockholder approval at the Annual Meeting.
A summary of the material terms of the 2013 Plan are set forth
in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April
29, 2020 (the “Proxy Statement”). The summaries of the 2013 Plan set forth above and in the Proxy Statement are qualified
in their entirety by reference to the full text of the 2013 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K, and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 16, 2020, the Company held the Annual Meeting as a virtual
meeting online via live audio webcast. The Company’s stockholders voted on, and approved, the following proposals at the
Annual Meeting:
Proposal 1 — Election of four directors to serve until
the 2021 annual meeting of stockholders and until their respective successors are elected and qualified.
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Nominee:
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For
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Withheld
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Broker Non-Votes
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R. Daniel Brdar
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587,166
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6,967
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605,875
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David B. Eisenhaure
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581,515
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12,618
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605,875
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Ted Lesster
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577,610
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16,523
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605,875
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Michael C. Turmelle
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581,487
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12,646
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605,875
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Proposal 2 — Ratification of the appointment of Gumbiner
Savett Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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For
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Against
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Abstain
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1,191,469
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7,570
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969
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Proposal 3 — Advisory vote to approve the compensation
of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker Non-Votes
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562,302
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29,177
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2,654
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605,875
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Proposal 4 — Approval of the amended Ideal Power Inc.
2013 Equity Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Votes
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524,295
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66,228
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3,610
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605,875
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item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated: June 18, 2020
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IDEAL POWER INC.
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By:
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/s/ Timothy Burns
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Timothy Burns
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Chief Financial Officer
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