UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2019
SUSGLOBAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
Delaware | 000-56024 | 38-4039116 |
(State or other jurisdiction of | (Commission | (IRS Employer |
incorporation) | File Number) | Identification No.) |
200 Davenport Road
Toronto, ON, Canada, M5R 1J2
(Address of principal executive offices) (Zip Code)
(416) 223-8500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | Name of each exchange on which |
Title of each class | | Trading Symbol(s) | | registered |
| | | | |
N/A | | N/A | | N/A |
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. [X]
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 30, 2019, SusGlobal Energy Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). More than a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth below:
| 1. | Holders of the Company’s common stock voted to elect seven members of the Company’s Board of Directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, as follows: |
| | | Number ofVotes | |
| | | | | | Percent of | | | | | | | |
| | | Common Shares | | | Common | | | | | | | |
| | | | | | Stock | | | Votes | | | | |
| | | Votes For | | | Outstanding | | | Against/Withheld | | | Abstentions | |
| Election of Marc Hazout | | 28,549,700 | | | 67.20% | | | 3,000 | | | | |
| Election of Gerald Hamaliuk | | 28,552,700 | | | 67.21% | | | | | | | |
| Election of Gordon Miller | | 28,552,700 | | | 67.21% | | | | | | | |
| Election of Ryan Duffy | | 28,552,700 | | | 67.21% | | | | | | | |
| Election of Vincent Ramoutar | | 28,552,700 | | | 67.21% | | | | | | | |
| Election of Laurence Zeifman | | 28,552,700 | | | 67.21% | | | | | | | |
| Election of Andrea Calla | | 28,552,700 | | | 67.21% | | | | | | | |
| 2. | Holders of the Company’s common stock voted to ratify the appointment of SF Partnership, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, as follows: |
| Number of Votes | |
| | | Percent of | | | | | | | |
| Common Shares | | Common | | | | | | | |
| | | Stock | | | Votes | | | | |
| Votes For | | Outstanding | | | Against/Withheld | | | Abstentions | |
| 28,552,700 | | 67.21% | | | | | | | |
| 3. | Holders of the Company’s common stock voted to approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (Say on Pay): |
| | | Number of Votes | | | | | | | |
| | | Percent of | | | | | | | |
| Common Shares | | Common | | | | | | | |
| | | Stock | | | Votes | | | | |
| Votes For | | Outstanding | | | Against/Withheld | | | Abstentions | |
| 28,552,700 | | 67.21% | | | | | | | |
| 4. | Holders of the Company’s common stock voted to approve, on a non-binding advisory basis, the frequency of the vote on the compensation of our Named Executive Officers, to be held every three years (Say on Pay Frequency): |
| | | Number of Votes | |
| | | | | | Percent of | |
| | | Common Shares | | | Common | |
| | | | | | Stock | |
| | | Votes For | | | Outstanding | |
| 1 Year | | 502,100 | | | 1.18% | |
| 2 Years | | 19,400 | | | 0.05% | |
| 3 Years | | 22,719,700 | | | 53.48% | |
| Abstain | | 5,311,500 | | | 12.50% | |
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.
| | SusGlobal Energy Corp. |
| | |
Date: June 5, 2019 | By: | /s/Marc Hazout |
| | Marc Hazout |
| | Executive Chairman and President |