Current Report Filing (8-k)
April 12 2018 - 4:02PM
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)
April 9, 2018
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware
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001-33886
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22-2786081
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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file Number)
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Identification
No.)
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3844
Kennett Pike, Wilmington, Delaware
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19807
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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
(302) 656-1707
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
[ ]
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))
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 [ ]
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
1.
On April 9th, 2018, the Registrant entered into a new consulting agreement (the “New Consulting
Agreement”) between Jan H. Loeb and the Registrant extending its arrangements for compensation of Mr. Loeb for his services
as President and CEO of the Registrant. The previous consulting agreement with Mr. Loeb (the “2017 Consulting Agreement”)
expired on January 7, 2018. Following the expiration of the 2017 Consulting Agreement, Mr. Loeb has continued to provide the consulting
and other services to the Registrant called for in, and has been compensated at the same rate of monthly cash compensation provided
for in, the 2017 Consulting Agreement.
Pursuant
to the New Consulting Agreement, Mr. Loeb will receive cash compensation of $12,000 per month commencing May 1, 2018. Mr. Loeb
will also receive a bonus of $100,000, payable as of May 1, 2018, in recognition of his performance in the sale of the Registrant’s
shares of DSIT Solutions Ltd. He will be eligible for two additional bonuses during the term of the New Consulting Agreement:
$150,000 upon consummation of a corporate acquisition transaction approved by the Registrant’s Board, and $150,000 upon
consummation of a corporate financing/funding transaction approved by the Registrant’s Board. Mr. Loeb will also receive
a grant on May 1, 2018 of options to purchase 35,000 shares of the Registrant’s common stock, which shall be exercisable
at an exercise price equal to the April 30, 2018, closing price of the common stock. Fifty percent (50%) of the options shall
be vested immediately; the remaining options shall vest in two equal increments on July 1, 2018 and October 1, 2018. The exercise
period and other terms shall otherwise be substantially the same as the terms of the options granted by the Registrant to its
outside directors.
The
New Consulting Agreement expires on December 31, 2019, unless terminated early as provided therein.
2.
On April 9, 2018, Christopher E. Clouser, a member of the Registrant’s Board of Directors, was appointed to the newly-created
position of Executive Chairman of the Board, and Edgar S. Woolard, Jr., a member of the Registrant’s Board of Directors,
was appointed to the newly-created position of Vice Chairman of the Board.
For
the performance of his additional duties as Executive Chairman, Mr. Clouser’s compensation will be increased by $36,000
per year (to an annual rate of $71,000). Mr Clouser will also be awarded a bonus, payable as of May 1, 2018, of $50,000 in recognition
of his performance in the sale of the Registrant’s shares of DSIT Solutions Ltd.
Item
8.01 Other Events.
On
April 9, 2018, (i) in connection with his appointment as Executive Chairman, Christopher E. Clouser resigned from the Audit Committee
of the Registrant’s Board of Directors (the “Audit Committee”), and (ii) Mannie L. Jackson was appointed to
the Audit Committee. In addition to Mr. Jackson, the other members of the Audit Committee are Samuel M. Zentman (chair) and Edgar
S. Woolard, Jr.
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 on this 12th day of April, 2018.
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ACORN ENERGY, INC.
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By:
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/s/Michael
Barth
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Name:
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Michael
Barth
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Title:
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Chief
Financial Officer
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