Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders of Summer Energy Holdings, Inc. (the “Company”) was held at the Company’s headquarters at 5847 San Felipe Street, Suite 3700, Houston, Texas 77057, at 8:30 a.m. Central Standard Time on Friday, June 7, 2019 (the “2019 Annual Meeting”).
At the 2019 Annual Meeting, the Company’s stockholders voted on four proposals: (i) the election of three Class I directors, each to serve until the Company’s 2022 annual meeting of stockholders; (ii) the approval, by non-binding vote, of executive compensation; (iii) the recommendation, by non-binding vote, on the frequency of executive compensation votes; and (iv) the ratification of the appointment of Whitley Penn LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2019. Only stockholders of record as of April 10, 2019 were entitled to notice of and to vote at the 2019 Annual Meeting.
(1)
Election of Directors
. A total of three Class I candidates were nominated for election to the Company’s Board of Directors (the “Nominees”). The election was uncontested for all Nominees and, therefore, all were elected to serve as Class I directors of the Company until the Company’s 2022 annual meeting of stockholders.
The following table sets forth the names of the Nominees and the respective numbers of votes cast for, and the respective numbers of votes withheld from, their election.
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
J. Mace Meeks
|
17,646,039
|
1,014,911
|
310,396
|
|
Andrew Bursten
|
17,646,039
|
1,014,911
|
310,396
|
|
Albert LaRose, Jr.
|
17,646,039
|
1,014,911
|
310,396
|
(2)
Advisory Approval of the Company’s Executive Compensation
. At the 2019 Annual Meeting, the Company’s stockholders also voted on a proposal for an advisory, non-binding vote on the compensation of the Company’s Named Executive Officers, or a “Say-on-Pay” proposal. The following table sets forth the respective numbers of votes cast for and against, and the number of shares abstaining:
|
Votes For
|
Votes Against
|
Abstentions
|
|
17,646,039
|
1,014,911
|
0
|
(3)
Advisory Approval of the Frequency of Say-on-Pay Votes
. At the 2019 Annual Meeting, the Company’s stockholders also voted on a proposal for the frequency of an advisory, non-binding vote on executive compensation, as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended. Stockholders were entitled to vote for a frequency of Say-on-Pay votes every one, two, or three years, or could abstain from voting. The following table sets forth the respective numbers of votes cast:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
|
5,024,384
|
0
|
13,636,566
|
0
|
(4)
Ratification of Independent Registered Public Accountants
. At the 2019 Annual Meeting the Company’s stockholders also voted on a proposal to ratify the appointment of Whitley Penn LLP as the Company’s registered public accountants. The ratification of Whitley Penn LLP was approved by the Company’s stockholders. The following table sets forth the respective numbers of votes cast for and against, and the number of shares abstaining from, the ratification of Whitley Penn LLP as the Company’s independent auditors.
|
Votes For
|
Votes Against
|
Abstentions
|
|
18,971,346
|
0
|
0
|
The Company’s Proxy Statement for the 2019 Annual Meeting was filed with the Securities and Exchange Commission on April 26, 2019 and provides more information about these proposals and the vote required for approval of each of them.