UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2021

 

SUNWORKS, INC.

(Exact Name of the Registrant as Specified in Charter)

 

Delaware   001-36868   01-0592299

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2270 Douglas Blvd, Suite #216

Roseville, CA

  95661
(Address of Principal Executive Offices)   (Zip Code)

 

(916) 409-6900

Registrant’s 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:

 

[  ] 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))

 

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, par value $0.001   SUNW   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 (§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 5.07 Submission of Matters to a Vote of Security Holders

 

The 2021 Annual Meeting of Stockholders of Sunworks, Inc. (the “Company”) was held on June 16, 2021 (the “Annual Meeting”). As of April 30, 2021, the record date for the Annual Meeting (the “Record Date”), the Company had outstanding 27,047,744 shares of common stock. At the Annual Meeting, 14,821,190 shares of common stock were present virtually or represented by proxy. Each share of common stock outstanding on the Record Date was entitled to one vote on each proposal presented at the Annual Meeting.

 

Following is a brief description of, and the final results of the voting on, each of the proposals voted upon at the Annual Meeting. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 6, 2021 and its Definitive Additional Materials filed on June 3, 2021.

 

Proposal 1 – Election of Directors

 

The first proposal voted upon at the Annual Meeting was the election of five directors to serve until the 2022 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

 

At the Annual Meeting, the directors were elected by the following votes:

 

Name of Director   For     Withheld     Broker Non-Votes  
Gaylon Morris     5,059,598       113,952       9,647,640  
Daniel Gross     5,041,249       132,301       9,647,640  
Rhone Resch     5,061,764       111,786       9,647,640  
Judith Hall     2,610,802       2,562,748       9,647,640  
Stanley Speer     4,843,625       329,925       9,647,640  

 

Proposal 2 – Approval of an amendment to the Sunworks, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares of the Company’s common stock reserved under the 2016 Plan.

 

The second proposal voted upon at the Annual Meeting was the approval of amendment to the 2016 Plan to increase the number of shares of the Company’s common stock reserved under the 2016 Plan by 1,500,000 shares, or from 542,858 shares to 2,042,858 shares.

 

At the Annual Meeting, the proposal was approved by the following vote:

 

For     Against     Abstain     Broker Non-Votes  
  4,733,698       397,735       42,117       9,647,640  

 

Proposal 3 – Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

 

The third proposal voted upon at the Annual Meeting was the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

 

At the Annual Meeting, the proposal was approved by the following vote:

 

For     Against     Abstain     Broker Non-Votes  
  4,607,840       511,717       53,993       9,647,640  

 

 
 

 

Proposal 4 – Approval, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers.

 

The fourth proposal voted upon at the Annual Meeting was the approval, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers.

 

At the Annual Meeting, a frequency of “THREE YEARS” was approved by the following vote:

 

 Three Years     Two Years     One Year     Abstain     Broker Non-Votes  
  4,173,775       103,366       758,670       137,739       9,647,640  

 

Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The fifth proposal voted upon at the Annual Meeting was the ratification of the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

At the Annual Meeting, the proposal was approved by the following vote:

 

For     Against     Abstain     Broker Non-Votes  
  14,586,440       114,439       120,311        

 

 
 

 

SIGNATURE

 

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.

 

  SUNWORKS, INC.
     
Date: June 22, 2021 By: /s/ Paul McDonnel
    Paul C. McDonnel
   

Interim Chief Financial Officer

 

 

 

 

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