Current Report Filing (8-k)
17 Juni 2022 - 12:04PM
Edgar (US Regulatory)
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0001507957
2022-06-16
2022-06-16
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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):
June 16, 2022
IDEAL POWER INC.
(Exact name of registrant as specified in Charter)
Delaware |
|
001-36216 |
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14-1999058 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File No.) |
|
(IRS Employee Identification No.) |
5508 Highway 290 West, Suite 120
Austin, Texas, 78735
(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).
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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¨ |
Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name
of each exchange on which registered |
Common Stock |
|
IPWR |
|
Nasdaq Capital Market |
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. ¨
Item 5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
One June 16, 2022, the board of directors of Ideal Power Inc.
(the “Company”) approved certain amendments to the Company’s Amended and Restated Bylaws (as amended and restated to
date, the “Second Amended and Restated Bylaws”), effective June 16, 2022, to add an exclusive forum provision as a new
Article VII, Section 8 of the Second Amended and Restated Bylaws and make certain other administrative changes.
The Second Amended and Restated Bylaws provide that unless the Company
consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery
of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent
permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the
Company to the Company or the Company’s stockholders; (iii) any action asserting a claim arising pursuant to any provision
of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction
on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim arising pursuant to any provision of the
Company’s certificate of incorporation or the Second Amended and Restated Bylaws or governed by the internal affairs doctrine.
In addition, the Second Amended and Restated Bylaws provide that unless
the Company consents in writing to the selection of an alternative forum, the federal district court for the District of Delaware (or
if such court does not have jurisdiction over such action, any other federal district court of the United States), to the fullest extent
permitted by law, shall be the sole and exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as
amended.
The foregoing summary of the Second Amended and Restated Bylaws does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amended and Restated Bylaws,
which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2022, the Company held its 2022 Annual Meeting of
Stockholders (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 five directors to serve until the 2023
annual meeting of stockholders and until their respective successors are elected and qualified.
Nominee: | |
For | | |
Withheld | | |
Broker Non-Votes | |
R. Daniel Brdar | |
| 1,283,632 | | |
| 13,938 | | |
| 2,169,947 | |
Drue Freeman | |
| 1,283,454 | | |
| 14,116 | | |
| 2,169,947 | |
Gregory Knight | |
| 1,284,612 | | |
| 12,958 | | |
| 2,169,947 | |
Ted Lesster | |
| 1,166,547 | | |
| 131,023 | | |
| 2,169,947 | |
Michael C. Turmelle | |
| 1,055,260 | | |
| 242,310 | | |
| 2,169,947 | |
Proposal 2 — Ratification of the appointment of BPM LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
For | | |
Against | | |
Abstain | |
| 3,459,811 | | |
| 5,742 | | |
| 1,964 | |
Proposal 3 — Approval, on a non-binding, advisory basis, the
compensation of the Company’s named executive officers.
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 1,137,755 | | |
| 153,385 | | |
| 6,430 | | |
| 2,169,947 | |
Item 9.01. | Financial Statements and Exhibits. |
(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.
Dated: June 17, 2022 |
IDEAL POWER INC. |
|
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|
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By: |
/s/ Timothy Burns |
|
|
Timothy Burns |
|
|
Chief Financial Officer |
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