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): May 27, 2010 (May 27, 2010)
AMERICAN DG ENERGY INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-34493 | 04-3569304 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | |
| 45 First Avenue, Waltham | |
| Massachussetts | 02451 |
| (Address of Principal Executive Offices) | (Zip Code) |
(781) 622-1120
(Registrant’s Telephone Number, Including Area Code)
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-12 under the Exchange Act (17 CFR 240.14a-12)
¨ 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))
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 27, 2010, American DG Energy Inc., or the company, we, or us, held its annual meeting of shareholders. The matters voted on at the meeting and the results of these votes were as follows:
Election of Directors
| | | For | | | Withheld | | | Abstain | | | Not Voted | |
| George N. Hatsopoulos | | | 26,534,154 | | | | 15,188 | | | | - | | | | 7,270,388 | |
| John N. Hatsopoulos | | | 26,534,341 | | | | 15,001 | | | | - | | | | 7,270,388 | |
| Earl R. Lewis | | | 26,518,854 | | | | 30,488 | | | | - | | | | 7,270,388 | |
| Charles T. Maxwell | | | 26,518,854 | | | | 30,488 | | | | - | | | | 7,270,388 | |
| Deanna M. Petersen | | | 26,475,941 | | | | 73,401 | | | | - | | | | 7,270,388 | |
All of the nominees received a plurality of the votes cast by stockholders entitled to vote thereon and, therefore, Dr. George N. Hatsopoulos, Mr. John N. Hatsopoulos, Mr. Earl R. Lewis, Mr. Charles T. Maxwell and Mrs. Deanna M. Petersen were elected to serve as directors of the company for terms of one year or until their successors are duly elected and qualified.
Ratification of the appointment of Caturano and Company, P.C. to serve as independent registered public accountants for the fiscal year ending December 31, 2010
| | | For | | | Withheld | | | Abstain | | | Not Voted | |
| Caturano and Company, P.C. | | | 33,799,729 | | | | 20,000 | | | | 1 | | | | - | |
In the company’s definite Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 30, 2010, we stated that our stockholders may submit proposals on matters appropriate for stockholder action at subsequent annual meetings of the company consistent with Rule 14a-8 promulgated under the Securities Exchange Act of 1934 and the Amended and Restated Bylaws of the company, which may be amended from time to time.
Proposals of stockholders intended to be presented at our next annual meeting of stockholders in 2011 must be received by the company (Attention: Corporate Secretary, at the principal offices of the company) no later than January 1, 2011, for inclusion in our proxy statement and form of proxy for that meeting; provided, however, if a stockholder wishes to make a nomination for election to the board of directors, such proposal must be received by the company on or between January 1, 2011 and January 31, 2011 and must comply with the notice procedures set forth in our Amended and Restated Bylaws, which is posted on our website at www.americandg.com. If a stockholder intends to present a proposal at our 2011 annual meeting, but does not intend to have it included in our 2011 proxy statement, the stockholder must provide written notice of the stockholder proposal to the company (Attention: Corporate Secretary, at the principal offices of the company) no later than March 16, 2011.
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 thereunto duly authorized.
| Date: May 27, 2010 | AMERICAN DG ENERGY INC. |
| | |
| | By: /s/ Anthony S. Loumidis |
| | Anthony S. Loumidis, Chief Financial Officer |
