Current Report Filing (8-k)
October 03 2016 - 11:37AM
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- September 30, 2016
(Date of earliest event
reported)
US GEOTHERMAL INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
333-117287
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84-1472231
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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390 E Parkcenter Blvd, Suite 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)
208-424-1027
(Registrants Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligations 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)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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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The information set forth below under Item 5.07 regarding the
approval of the 2009 Stock Incentive Plan (the Plan) is incorporated herein by
reference. A summary of the Plan was provided in the Company's definitive proxy
statement (the Proxy Statement) on Schedule 14A filed with the Securities and
Exchange Commission on August 19, 2016, and is incorporated herein by reference
to the Proxy Statement and qualified in its entirety by reference to the full
text of the Plan, a copy of which is attached to the Proxy Statement.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the annual meeting (the Annual Meeting) of shareholders of
the Company held on September 30, 2016, the shareholders of the Company: (1)
elected each of the seven director nominees set forth below to serve as a
director of the Company until the next annual meeting of shareholders and until
a successor is elected and qualified; (2) ratified the appointment of Moss Adams
LLP as the Companys independent auditor for the fiscal year ending December 31,
2016; (3) approved the 2009 Stock Incentive Plan, and (4) approved the execution
of a stock share consolidation at an exchange ratio of 1-for-2 to 1-for-6 at the
sole discretion of the Board of Directors. The final voting results of each of
the proposals submitted to a vote of the shareholders of the Company at the
Annual Meeting are set forth below.
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(1)
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To elect the following seven directors, each to serve
until the next annual meeting of shareholders and until a successor is
elected and qualified:
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|
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|
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Number of Shares
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|
|
|
|
|
|
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Voted For
|
|
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Vote Withheld
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|
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Broker Non-Votes
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|
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Dennis J. Gilles
|
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49,597,783
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|
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755,563
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|
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34,043,933
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|
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Douglas J. Glaspey
|
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49,679,989
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|
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673,357
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|
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34,043,933
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|
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Randolph J. Hill
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49,633,575
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719,771
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34,043,933
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Paul A. Larkin
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42,088,199
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8,265,147
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|
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34,043,933
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|
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Leland L. Mink
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46,575,863
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3,777,483
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|
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34,043,933
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|
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James C. Pappas
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49,654,664
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698,682
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34,043,933
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|
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John H. Walker
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46,301,878
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|
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4,051,468
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34,043,933
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|
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(2)
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To ratify the continued appointment of Moss Adams LLP as
the Companys independent auditor for the fiscal year ending December 31,
2016:
|
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Number of Shares
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|
|
|
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Voted
|
|
|
|
|
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Broker Non-
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|
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Voted For
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Against
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Abstain
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|
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Votes
|
|
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83,240,457
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695,267
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461,555
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N/A
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(3)
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Approval of the 2009 Stock Incentive
Plan:
|
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Number of Shares
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|
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|
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Voted
|
|
|
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|
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Broker Non-
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|
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Voted
For
|
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Against
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|
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Abstain
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|
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Votes
|
|
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42,669,500
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6,984,013
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|
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699,833
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|
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34,043,933
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(4)
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Approval of a resolution to execute a stock share
consolidation at an exchange ratio of 1- for-2 to 1-for-6 at the sole
discretion of the Board of Directors:
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Number of Shares
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|
|
|
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Voted
|
|
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Broker Non-
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|
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Voted For
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Against
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Abstain
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Votes
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|
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69,232,907
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14,067,545
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1,096,827
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N/A
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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, thereunto duly authorized.
Dated: October 3, 2016
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U.S. Geothermal Inc.
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By:
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/s/ Kerry D. Hawkley
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Kerry D. Hawkley
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Chief Financial Officer
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