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) September 14, 2020

 

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-33886   22-2786081
(State or Other Jurisdiction   (Commission   (IRS Employer
 of Incorporation)   file Number)   Identification No.)

 

1000 N West Street, Suite 1200, Wilmington, Delaware   19801
 (Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (302) 656-1708

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 14, 2020. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

 

Proposal 1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2021 and until their successors are duly elected and qualified.

 

Name of Nominee   Total Votes For     Total Votes Withheld     Broker Non-Votes  
                   
Jan H. Loeb     13,907,712.44       132,332       14,792,475  
Gary Mohr     13,764,600.44       275,444       14,792,475  
Michael F. Osterer     13,737,600.44       302,444       14,792,475  
Samuel M. Zentman     13,393,815.44       646,229       14,792,475  

 

Proposal 2 – The stockholders approved an amendment to the Company’s restated certificate of incorporation to authorize a reverse split of the Company’s common stock at any time prior to September 14, 2021, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Company’s Board of Directors.

 

Total Votes For     Total Votes Against     Total Abstained     Broker Non-Votes  
25,414,168.44       1,299,785       427,693       1,690,873  

 

Proposal 3 – The stockholders approved any motion to adjourn the Annual Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Annual Meeting to approve Proposal 2.

 

Total Votes For     Total Votes Against     Total Abstained     Broker Non-Votes  
25,900,696.44       790,757       450,192       1,690,874  

 

Proposal 4 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of Friedman LLP as the independent registered public accounting firm for the year ending December 31, 2020.

 

Total Votes For     Total Votes Against     Total Abstained     Broker Non-Votes  
28,514,949.44       212,489       105,078       0  

 

Proposal 5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Total Votes For     Total Votes Against     Total Abstained     Broker Non-Votes  
12,807,170.44       241,396       991,478       14,792,475  

 

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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 on this 16th day of September, 2020.

 

  ACORN ENERGY, INC.
   
  By: /s/ Tracy S. Clifford
  Name: Tracy S. Clifford
  Title: Chief Financial Officer

 

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