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): October 1, 2012
JUHL WIND, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-54080 | | 20-4947667 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
1502 17th Street SE Pipestone, MN 56164 | | 56164 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (507) 777-4310
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
CURRENT REPORT ON FORM 8-K
JUHL WIND, INC.
October 1, 2012
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 1, 2012, Juhl Wind, Inc. (the “Company”) held the Company’s 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the stockholders reelected each of the following nominees to the board of directors of the Company to serve the terms as indicated:
Class I Director (to serve until 2013):
Edward C. Hurley
Class II Directors (to serve until 2014):
John Mitola
General Wesley Clark (ret.)
Class III Directors (to serve until 2015):
James W. Beck
Daniel J. Juhl
The stockholders also approved amendments to the Company’s 2008 Incentive Compensation Plan (the “Incentive Compensation Plan”) as follows: (a) to increase the number of shares available for awards thereunder subject to other requisite approval; (b) to amend, retroactively, the annual per-participant limit for the grant of awards to conform to the original intent of the Incentive Compensation Plan; and (c) to make certain administrative revisions.
The description of the amendments to the Company’s current Incentive Compensation Plan is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on August 29, 2012 and is herein incorporated by reference in response to this Item 5.07.
Additionally, the stockholders approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from Juhl Wind, Inc. to Juhl Energy, Inc.
Finally, the stockholders ratified the appointment of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as the Company’s independent auditors for the fiscal year ending December 31, 2012.
The voting at the annual meeting was as follows:
| 1. | Approval of Amendment to Incentive Compensation Plan, subject to other requisite approval, to increase number of available shares |
| For | | Against | | Abstain | | Broker Non-Votes |
| 15,797,921 | | 90,836 | | 1,796,244 | | 3,155,008 |
| 2. | Approval of Amendment to Incentive Compensation Plan to approve, retroactively, the annual per-participant limit |
| For | | Against | | Abstain | | Broker Non-Votes |
| 15,800,431 | | 88,826 | | 1,795,744 | | 3,155,008 |
| 3. | Approval of Amendment to Incentive Compensation Plan to make administrative changes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 15,811,126 | | 77,131 | | 1,796,744 | | 3,155,008 |
| Class I Nominee | | For | | Abstain | | Broker Non-Votes |
| Edward C. Hurley | | 17,566,447 | | 118,554 | | 3,155,008 |
| | | | | | | |
| Class II Nominees | | For | | Abstain | | Broker Non-Votes |
| John Mitola | | 17,564,947 | | 120,054 | | 3,155,008 |
| General Wesley Clark (ret.) | | 17,565,947 | | 119,054 | | 3,155,008 |
| | | | | | | |
| Class III Nominees | | For | | Abstain | | Broker Non-Votes |
| James W. Beck | | 17,565,447 | | 119,554 | | 3,155,008 |
| Daniel J. Juhl | | 17,566,447 | | 118,554 | | 3,155,008 |
| 5. | Approval of Certificate of Amendment to Certificate of Incorporation to change the name of the Company |
| For | | Against | | Abstain | | Broker Non-Votes |
| 17,590,921 | | 2,816 | | 91,264 | | 3,155,008 |
| 6. | Ratification of Boulay, Heutmaker, Zibell & Co., P.L.L.P. as the Company’s Independent Auditors |
| For | | Against | | Abstain | | Broker Non-Votes |
| 17,592,937 | | 800 | | 91,264 | | 3,155,008 |
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 thereunto duly authorized.
| Date: October 2, 2012 | JUHL WIND, INC. | |
| | | |
| | | | |
| | By: | /s/ John Mitola | |
| | | John Mitola | |
| | | President | |
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