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 6, 2018

 

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware		001-33886		22-2786081
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		file Number)		Identification No.)

 

1000 N West Street, Suite 1200, Wilmington, Delaware		19801
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code (302) 656-1708

 

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-2 under the Exchange Act (17 CFR 240.14a-2)

 

[  ] 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 6, 2018, following the Annual Meeting of Stockholders of Acorn Energy, Inc., at which he was re-elected to the Board of Directors, Edgar S. Woolard, Jr., resigned from the Board of Directors of Acorn Energy, Inc., effective immediately.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of Acorn Energy, Inc. was held August 6, 2018. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

 

Proposal 1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael Osterer, Edgar S. Woolard, Jr., and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2019 and until their successors are duly elected and qualified.

 

Name of Nominee		Total Votes For				Total Votes Withheld				Broker Non-Votes
Christopher E. Clouser			2,864,072				551,154				14,626,369
Jan H. Loeb			10,614,123				397,538				14,626,369
Mannie L. Jackson			2,872,476				542,750				14,626,369
Edgar S. Woolard, Jr.			8,020,205				536,148				14,626,369
Samuel M. Zentman			8,134,133				422,220				14,626,369
Gary Mohr			7,596,435				0				0
Michael Osterer			7,596,435				0				0

 

Proposal 2 – The stockholders approved an amendment to the Company’s restated certificate of incorporation to authorize a reverse split of the Company’s common stock at any time prior to August 6, 2019, at a ratio between one-for-ten and one-for-twenty, if and as determined by the Company’s Board of Directors.

 

Total Votes For				Total Votes Against				Total Abstained				Broker Non-Votes
	20,492,991				4,249,141				53,256				842,642

 

Proposal 3 – The stockholders approved any motion to adjourn the Annual Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the Annual Meeting to approve Proposal 2.

 

Total Votes For				Total Votes Against				Total Abstained				Broker Non-Votes
	22,662,764				1,917,732				214,891				842,643

 

Proposal 4 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of Friedman LLP as the independent registered public accounting firm for the year ending December 31, 2018.

 

Total Votes For				Total Votes Against				Total Abstained				Broker Non-Votes
	25,309,173				181,107				147,750				0

 

Proposal 5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Total Votes For				Total Votes Against				Total Abstained				Broker Non-Votes
	10,744,502				215,078				52,080				14,626,370

 

 

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 hereunto duly authorized on this 8th day of August, 2018.

 

	ACORN ENERGY, INC.
	By:	/s/ Tracy S. Clifford
	Name:	Tracy S. Clifford
	Title:	Chief Financial Officer