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): June 6, 2023
CLEARSIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in Charter)
| Washington | | 001-35521 | | 26-2056298 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employee
Identification No.) |
8023 E. 63rd Place, Suite 101
Tulsa, Oklahoma 74133
(Address of Principal Executive Offices)
(918) 236-6461
(Issuer Telephone number)
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 (see General Instruction A.2 below).
| ¨ | 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 CFR240.14a-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 240.13(e)-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock | | CLIR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, ClearSign Technologies Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 27,880,868 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), present or represented by proxy at the Annual Meeting, which represented approximately 72.3% of the voting power of the shares of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of Common Stock were entitled to one vote for each share held as of the close of business on April 14, 2023. Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting. The five (5) proposals below are each described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 25, 2023.
Proposal 1. Election of Directors.
| Nominee Name | | For | | Withheld | | Broker Non-Votes |
| Robert T. Hoffman | | 19,591,456 | | 40,142 | | 8,249,270 |
| Gary J. DiElsi | | 18,741,444 | | 890,154 | | 8,249,270 |
| Colin James Deller | | 19,595,459 | | 36,139 | | 8,249,270 |
| Catharine M. de Lacy | | 17,256,644 | | 2,374,954 | | 8,249,270 |
| Judith S. Schrecker | | 16,616,551 | | 3,015,047 | | 8,249,270 |
Each of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.
Proposal 2. Ratification of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| For | | Against | | Abstentions |
| 27,094,154 | | 634,485 | | 152,229 |
There were no broker non-votes on this proposal.
The shareholders ratified the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Proposal 3. Approval, on an advisory basis, of the Company’s compensation paid to named executive officers.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 16,102,465 | | 3,213,536 | | 315,597 | | 8,249,270 |
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
Proposal 4. Reincorporation from the State of Washington to the State of Delaware.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 19,537,600 | | 48,017 | | 45,981 | | 8,249,270 |
The shareholders approved the Company’s reincorporation from the State of Washington to the State of Delaware.
Proposal 5. Authorization to adjourn the Annual Meeting.
| For | | Against | | Abstentions |
| 25,143,904 | | 2,543,318 | | 193,646 |
There were no broker non-votes on this proposal.
The shareholders approved the authorization to adjourn the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
| Exhibit 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 8, 2023
| | CLEARSIGN TECHNOLOGIES CORPORATION |
| | | |
| | | |
| | By: | /s/ Colin James Deller |
| | Name: | Colin James Deller |
| | Title: | Chief Executive Officer |
