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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): January 24, 2003
COMMONWEALTH ENERGY CORPORATION
California | 000-33069 | 33-0769555 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
15901 Red Hill Avenue, Suite 100 Tustin, California (Address of principal executive offices) | 92780 (Zip Code) |
Registrant’s telephone number, including area code: (714) 258-0470
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events | ||||||||
SIGNATURES |
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Item 5. Other Events
On January 21, 2003, the Company held its Annual Meeting of Shareholders. On January 24, 2003, the Inspectors of Election issued their reports of the results of the voting. Of the 27,773,032 shares of capital stock outstanding and entitled to vote at the meeting (comprised of 27,164,032 shares of our common stock and 609,000 shares of preferred stock), there were present at the meeting, in person or by proxy, the holders of 14,670,474 common and preferred shares, representing 52.82% of the total number of shares entitled to vote at the meeting. The following two proposals were presented and voted on at the Annual Meeting: (a) the election of seven directors to the Board of Directors and (b) a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending July 31, 2003.
The following nominees to the Board of Directors were elected to serve until the next annual meeting of shareholders: Ian B. Carter, Robert C. Perkins, Junona A. Jonas, Craig C. Goodman, William J. Popejoy, Eugene R. Sullivan and Joseph P. Saline, Jr.
Cumulative voting became effective for all shareholders when the intent to cumulatively vote shares was announced at the Annual Meeting. Each shareholder/proxy was entitled to give one nominee for director a number of votes equal to the number of directors to be elected (in this case seven) multiplied by the number of votes to which the shareholder’s shares were normally entitled. A shareholder/proxy could distribute their votes on the same principle among as many of the nominees for director as the shareholder/proxy desired. Withholding votes or voting against a nominee had no legal effect. The seven nominees receiving the most votes were elected. The tabulation of the votes cast for the election of directors was as follows:
Nominee | Votes For | |||
Ian B. Carter | 16,600,860 | |||
Robert C. Perkins | 16,154,692 | |||
Eugene R. Sullivan | 16,153,507 | |||
Craig G. Goodman | 15,791,646 | |||
William J. Popejoy | 15,524,095 | |||
Junona A. Jonas | 15,492,757 | |||
Joseph P. Saline, Jr. | 3,265,052 | |||
Claire Simonelli | 1,548,932 | |||
Wayne Moseley | 1,319,781 | |||
Don Coltrain | 1,252,154 |
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The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending July 31, 2003 was approved. The tabulation of votes was as follows:
For | Against | Abstain | |||||||
14,670,474 | 35,000 | 24,000 |
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.
COMMONWEALTH ENERGY CORPORATION, a California corporation | |||||
Date: January 27, 2003 | By: | /S/ IAN B. CARTER | |||
Ian B. Carter Chief Executive Officer |