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): August 14, 2019
Infrastructure and Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
| | | | |
| Delaware | | 001-37796 | | 47-4787177 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
|
| | |
6325 Digital Way Suite 460 Indianapolis, Indiana | | 46278 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (765) 828-2580
None.
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
| Title of each class | | Trading Symbols(s) | | Name of exchange on which registered |
| Common Stock, $0.0001 par value | | IEA | | The NASDAQ Stock Market LLC |
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 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))
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 x
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 Vote a of Security Holders.
Infrastructure and Energy Alternatives, Inc. (the “Company ”) held its special meeting of shareholders (the “Special Meeting ”) on August 14, 2019. A total of 14,602,634 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), representing 65.6% of the total shares of Common Stock outstanding and eligible to vote were represented in person or by valid proxies at the Special Meeting. This percentage constituted a quorum. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting were as follows (capitalized terms used but not defined herein have the meaning given to such terms in the Proxy Statement for the Special Meeting, as filed with the Securities and Exchange Commission on June 27, 2019):
Proposal 1: The issuance of the Capped Warrants was approved by the Company's shareholders by the votes set forth in the table below:
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 13,744,934 | 776,442 | 81,258 | — |
Proposal 2: The convertibility of the Series A Preferred Stock into Common Stock was approved by the Company’s shareholders by the votes set forth in the table below:
|
| | | |
| For | Against | Abstain | Broker Non-Votes |
| 13,993,099 | 528,277 | 81,258 | — |
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 hereunto duly authorized.
|
| | |
| Dated: August 14, 2019 | |
| | |
| | INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. |
| | |
| | By: | /s/ Andrew D. Layman |
| | Name: Andrew D. Layman |
| | Title: Chief Financial Officer |
