Current Report Filing (8-k)
20 Juni 2014 - 10:30PM
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, 2014
ATLANTIC POWER CORPORATION
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
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001-34691 |
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55-0886410 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
One Federal Street, 30th Floor Boston, MA |
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02110 |
(Address of principal executive offices) |
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(Zip Code) |
(617) 977-2400
(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:
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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 CFR 240.14a-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-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Amendment of Compensatory Plan
As described below, the shareholders of Atlantic Power Corporation (the Company) voted on June 20, 2014 to approve an amendment to the Companys fifth amended and restated long-term incentive plan (the LTIP) to increase the number of common shares of the Company (Common Shares) issuable under the LTIP (the LTIP Amendment). Pursuant to the LTIP Amendment, the maximum number of Common Shares available for issuance under the LTIP is increased to a total of 3,000,000, thereby adding an additional 2,000,000 Common Shares, effective as of such shareholder approval on June 20, 2014.
The description of the LTIP Amendment is qualified in its entirety by reference to the full text of the LTIP Amendment, which was provided in Exhibit A to Schedule B of the Information Circular and Proxy Statement (the Proxy Statement) for the Companys 2014 annual and special meeting of its shareholders (the Annual and Special Meeting) filed with the Securities and Exchange Commission on April 30, 2014, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual and Special Meeting on June 20, 2014. At the Annual and Special Meeting, the shareholders of the Company voted on the following matters, casting their votes as described below:
· To elect to the board of directors each of the nominees listed below:
Nominee |
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Votes For |
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Votes Against |
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Votes Withheld / Abstentions |
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Broker Non-Votes |
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Irving R. Gerstein |
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27,804,638 |
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n/a |
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2,672,060 |
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43,474,951 |
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Kenneth M. Hartwick |
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27,823,082 |
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n/a |
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2,653,615 |
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43,474,952 |
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John A. McNeil |
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27,920,063 |
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n/a |
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2,556,634 |
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43,474,952 |
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R. Foster Duncan |
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27,848,306 |
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n/a |
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2,628,392 |
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43,474,951 |
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Holli C. Ladhani |
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27,885,233 |
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n/a |
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2,591,465 |
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43,474,951 |
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Barry E. Welch |
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27,792,739 |
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n/a |
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2,683,958 |
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43,474,952 |
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· To appoint KPMG LLP as auditors of the Company and to authorize the Companys board of directors to fix the auditors remuneration:
Votes For |
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Votes Against |
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Votes Withheld / Abstentions |
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Broker Non-Votes |
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71,636,442 |
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n/a |
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2,314,859 |
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0 |
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· Non-binding, advisory vote on the approval of named executive officer compensation:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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25,823,361 |
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3,806,388 |
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846,944 |
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43,474,956 |
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· Ordinary resolution to authorize the Company to amend the LTIP to increase the number of Common Shares issuable under the LTIP:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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24,968,559 |
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4,633,090 |
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875,047 |
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43,474,953 |
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In addition, on June 20, 2014, the Company issued a press release (the Press Release) announcing that the director nominees listed in the Proxy Statement for the Annual and Special Meeting were elected as directors of
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the Company and providing detailed results of the votes cast with respect to such election. The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
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10.1 |
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Amendment No. 1 to the Fifth Amended and Restated Long-Term Incentive Plan of the Company (incorporated by reference to Exhibit A to Schedule B to the Companys definitive Proxy Statement on Schedule 14A filed on April 30, 2014). |
99.1 |
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Press Release of the Company, dated June 20, 2014. |
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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.
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Atlantic Power Corporation |
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Dated: June 20, 2014 |
By: |
/s/ Terrence Ronan |
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Name: Terrence Ronan |
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Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
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Description |
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10.1 |
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Amendment No. 1 to the Fifth Amended and Restated Long-Term Incentive Plan of the Company (incorporated by reference to Exhibit A to Schedule B to the Companys definitive Proxy Statement on Schedule 14A filed on April 30, 2014). |
99.1 |
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Press Release of the Company, dated June 20, 2014. |
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Exhibit 99.1
NEWS RELEASE TRANSMITTED BY PR NEWSWIRE
FOR: |
ATLANTIC POWER CORPORATION |
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TSX SYMBOL: |
ATP, ATP.DB, ATP.DB.A, ATP.DB.B, ATP.DB.U, ATP.DB.D |
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NYSE SYMBOL: |
AT |
June 20, 2014
Atlantic Power Corporation Announces Election of Directors
BOSTON, MASSACHUSETTS, June 20, 2014 Atlantic Power Corporation (NYSE:AT) (TSX:ATP) (the Company or Atlantic Power) announced that the nominees listed in the management information circular and proxy statement for the 2014 annual and special meeting of shareholders were elected as directors of the Company. Detailed results of the votes by proxy for the election of directors held at the annual and special meeting of shareholders today in Toronto, Ontario are set out below.
Nominee |
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Votes For |
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% For |
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Votes Withheld |
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% Withheld |
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Irving R. Gerstein |
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27,804,638 |
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91.23 |
% |
2,672,060 |
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8.77 |
% |
Kenneth M. Hartwick |
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27,823,082 |
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91.29 |
% |
2,653,615 |
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8.71 |
% |
John A. McNeil |
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27,920,063 |
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91.61 |
% |
2,556,634 |
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8.39 |
% |
R. Foster Duncan |
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27,848,306 |
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91.38 |
% |
2,628,392 |
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8.62 |
% |
Holli Ladhani |
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27,885,233 |
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91.50 |
% |
2,591,465 |
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8.50 |
% |
Barry E. Welch |
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27,792,739 |
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91.19 |
% |
2,683,958 |
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8.81 |
% |
About Atlantic Power
Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada. Atlantic Powers power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices. Its power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,945 MW in which its aggregate ownership interest is approximately 2,024 MW. Its current portfolio consists of interests in twenty-eight operational power generation projects across eleven states in the United States and two provinces in Canada.
Atlantic Power trades on the New York Stock Exchange under the symbol AT and on the Toronto Stock Exchange under the symbol ATP. For more information, please visit the Companys website at www.atlanticpower.com or contact:
Atlantic Power Corporation
Amanda Wagemaker, Investor Relations
(617) 977-2700
info@atlanticpower.com
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