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: June 5, 2020
TECOGEN INC. (NASDAQ: TGEN)
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
| | |
| 001-36103 | | 04-3536131 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 45 First Avenue | | |
| Waltham, Massachusetts | | 02451 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(781) 466-6400
(Registrant's telephone number, including area code)
_______________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act. |
| | |
| Title of each class | Trading Symbol | Name of exchange on which registered |
| Common Stock, $.001 par value per share | TGEN | NASDAQ |
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 CFR 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))
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.
The following proposals were submitted to stockholders of Tecogen Inc. (the "Company") at its 2020 Annual Meeting of Stockholders (the "Annual Meeting") held on June 5, 2020:
1. To elect seven directors to the Board of Directors of the Company to hold office until the 2021 annual meeting or until their successors are duly elected and qualified.
2. To ratify the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm.
The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
1. Election of Directors
|
| | | | | | |
| | For |
| Withheld |
| Broker Non-Votes |
|
| Angelina Galiteva | 11,921,672 |
| 966,271 |
| 3,569,404 |
|
| John N. Hatsopoulos | 12,663,669 |
| 224,274 |
| 3,569,404 |
|
| Benjamin Locke | 12,750,586 |
| 137,357 |
| 3,569,404 |
|
| Ahmed F. Ghoniem | 11,284,953 |
| 1,602,990 |
| 3,569,404 |
|
| Deanna Petersen | 11,431,563 |
| 1,456,380 |
| 3,569,404 |
|
| Earl Ray Lewis | 12,213,482 |
| 674,461 |
| 3,569,404 |
|
| Fred Holubow | 12,704,813 |
| 183,130 |
| 3,569,404 |
|
All of the nominees received at least a plurality of the votes cast by stockholders entitled to vote thereon and, therefore Ms. Angelina Galiteva, Mr. John Hatsopoulos, Mr. Benjamin Locke, Mr. Ahmed F. Ghoniem, Ms. Deanna Petersen, Mr. Earl Ray Lewis, and Mr. Fred Holubow were elected to serve as directors of the Company until the 2021 annual meeting or until their successors are duly elected and qualified.
2. Ratification of the appointment of Wolf & Company, P.C. to serve as independent registered public accountants for the fiscal year ending December 31, 2020.
|
| | | | | | |
| | For |
| Against |
| Abstain |
|
| | 16,173,647 |
| 267,854 |
| 15,846 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
| | |
| | | |
| | TECOGEN INC. |
| | |
| | | By: /s/ Benjamin Locke |
| June 5, 2020 | | Benjamin Locke, Chief Executive Officer |
