Current Report Filing (8-k)
June 14 2021 - 5:05PM
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
9, 2021
BEAM GLOBAL
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-53204
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26-1342810
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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5660 Eastgate Drive, San Diego, CA
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (858) 799-4583
(Former name or Former Address, if Changed Since
Last Report.)
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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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))
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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BEEM
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NASDAQ Capital Market
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Warrants
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BEEMW
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NASDAQ Capital Market
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Item 5.02
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Departure of Certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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As further described below
in Item 5.07, on June 9, 2021, at its Annual Meeting of Stockholders (the “Annual Meeting”) of Beam Global (the “Company”),
the stockholders approved and adopted the 2021 Equity Incentive Plan (the “Plan”). The Plan had previously been approved by
the Board of Directors, subject to stockholder approval of the Plan. The Plan is described in greater detail in the Company’s definitive
proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2021 (the “Proxy Statement”),
under the caption “Proposal No. 3 - Approval of the Beam Global 2021 Equity Incentive Plan,” which disclosure is incorporated
herein by reference. The description of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full
text of the Plan, which is attached as an exhibit to this Report.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was
held virtually on June 9, 2021. At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in
the Proxy Statement.
The final results for each of the
matters considered at the Annual Meeting were as follows:
Proposal 1 - Election of Directors:
The four individuals listed below were elected
at the 2021 Annual Meeting to serve for a one-year term on the Company’s Board of Directors:
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Number of Shares
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Number of Shares
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Nominee
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Voted For
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Withheld
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Desmond Wheatley
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2,641,445
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28,895
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Peter Davidson
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2,239,036
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431,304
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Anthony Posawatz
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2,245,140
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425,200
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Nancy Floyd
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2,637,183
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33,157
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Proposal 2 - Approval to Increase Authorized Common Stock to from
9,800,000 to 350,000,000:
Based on the total votes
cast prior to adjournment, the Board of Directors elected to adjourn the Meeting until 9:00 a.m. (Pacific Time) on July 14, 2021 for the
sole purpose of allowing stockholders additional time to vote on this proposal.
Proposal 3 - Approval of the Beam Global 2021 Equity Incentive Plan:
The Beam Global 2021 Equity Incentive Plan was
approved by the stockholders, by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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1,624,152
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1,018,726
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27,462
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2,536,006
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Proposal 4 - Advisory Vote on the Compensation of the Company’s Named
Executive Officers:
The compensation of the Company’s named executive
officers as described in the Proxy Statement was approved, on an advisory, non-binding basis, by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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2,294,287
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338,771
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37,282
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2,536,006
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Proposal 5 - Ratification of Independent Registered Public Accounting Firm:
The ratification of the appointment of RSM US LLP
as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021 was approved by the following
votes:
For
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Against
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Abstain
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5,040,700
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106,235
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59,411
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Item 8.01. Other Events
As reported above under Item
5.07, the adjourned Annual Meeting will be reconvened on July 14, 2021 at 9:00 a.m. (Pacific Time) for the sole purpose of allowing additional
time for stockholders to vote on Proposal 2 to increase the Company’s number of authorized common stock from 9,800,000 to 350,000,000
(the “Reconvened Meeting”). Prior to the adjournment of the Annual Meeting, stockholders holding 58.72% of the outstanding
number of shares of common stock voted at the Annual Meeting, and, of these, 69.85% were in favor of Proposal 2. Although 69.85% were
in favor of Proposal 2, Proposal 2 requires approval from a majority of the outstanding shares of the Company and not simply a majority
of a quorum. Because of this and in light of the ongoing COVID-19 pandemic, the Board of Directors believes it is in the best interest
of its stockholders to allow for additional time to vote on Proposal 2. The Reconvened Meeting will be a completely "virtual"
meeting of stockholders, and stockholders will be able to listen and participate in the virtual meeting as well as vote and submit questions
during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/BEEM2021.
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 report to be signed on its behalf by the undersigned hereunto duly authorized.
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BEAM GLOBAL
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Dated: June 14, 2021
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By:
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/s/ Katherine H. McDermott
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Name:
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Katherine H. McDermott
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Title:
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Chief Financial Officer
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Beam Global (NASDAQ:BEEM)
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