Current Report Filing (8-k)
November 15 2016 - 4:03PM
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): November
15, 2016
EnSync, Inc.
(Exact name of registrant
as specified in charter)
Wisconsin
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001-33540
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39-1987014
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS Employer
Identification Number)
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N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin
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53051
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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:
(262) 253-9800
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.
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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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On November 14, 2016, the shareholders of
EnSync, Inc. (the “Company”) approved an amendment to the Company’s 2010 Omnibus Long-Term Incentive Plan (the
“Omnibus Plan Amendment”) increasing the number of shares reserved for issuance thereunder by 4,000,000 shares. A description
of the terms and conditions of the Omnibus Plan Amendment is set forth in the Company’s Proxy Statement for the 2016 Annual
Meeting of Shareholders of the Company as filed with the Securities and Exchange Commission on October 11, 2016 (the “2016
Proxy Statement”) under the heading “Proposal 3-Approval of Amendment No. 4 to EnSync, Inc. 2010 Omnibus Long-Term
Incentive Plan; and Approval of Code Section 162(m) Limits and Criteria,” which such description is incorporated herein by
reference. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix A to
the 2016 Proxy Statement, which is also incorporated by reference herein.
On November 14, 2016, the Company’s
shareholders also approved an amendment to the Company’s 2012 Non-Employee Director Equity Compensation Plan (the “Director
Plan Amendment”) increasing the number of shares reserved for issuance thereunder by 1,200,000 shares. A description of the
terms and conditions of the Director Plan Amendment is set forth in the 2016 Proxy Statement under the heading “Proposal
4-Approval of Amendment No. 3 to EnSync, Inc. 2012 Non-Employee Director Equity Compensation Plan,” which such description
is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Director Plan Amendment
set forth in Appendix B to the 2016 Proxy Statement, which is also incorporated by reference herein.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On November 14, 2016,
the Company held its annual meeting of shareholders (the “2016 Annual Meeting”). The certified results of the matters
voted upon at the 2016 Annual Meeting, each of which are more fully described in the Company’s Proxy Statement for the 2016
Annual Meeting filed with the Securities and Exchange Commission on October 11, 2016, are as follows:
The Company’s
shareholders elected the three nominees to the Company’s Board of Directors to serve for three year terms as Class III directors,
with the votes cast as follows:
Director Name
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For
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Withheld
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Broker Non-Votes
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Eric C. Apfelbach
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14,637,058
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8,810,678
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13,484,809
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Paul F. Koeppe
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14,156,190
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9,291,546
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13,484,809
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Theodore Stern
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14,011,674
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9,436,062
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13,484,809
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The Company’s shareholders approved,
on an advisory basis, the compensation paid to the named executive officers of the Company, as disclosed pursuant to Item 402 of
Regulation S-K in the Company’s Proxy Statement for the 2016 Annual Meeting, with votes cast as follows:
For
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Against
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Abstain
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Broker Non-Votes
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21,822,873
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1,490,609
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134,254
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13,484,809
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The Company’s shareholders approved
the Omnibus Plan Amendment, with votes cast as follows:
For
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Against
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Abstain
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Broker Non-Votes
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12,783,196
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10,369,757
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294,783
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13,484,809
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The Company’s shareholders approved
the Director Plan Amendment, with votes cast as follows:
For
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Against
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Abstain
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Broker Non-Votes
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13,291,921
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9,945,095
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210,720
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13,484,809
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The Company’s shareholders ratified
the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending June 30, 2017, with votes cast as follows:
For
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Against
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Abstain
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35,467,642
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1,264,895
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200,008
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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.
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EnSync, Inc.
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Dated: November 15, 2016
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By:
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/s/ Bradley L. Hansen
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Name:
Title:
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Bradley L. Hansen
Chief Executive Officer
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