Item 5.02.Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2017 Equity Incentive Plan
As reported in Item 5.07 below, at the 2021 Annual Meeting of Stockholders (the
"Annual Meeting") of the Company held on August 27, 2021, the Company's
stockholders approved an amendment (the "Amendment") to the Company's 2017
Equity Incentive Plan (the "Plan") to increase the number of shares available
thereunder by 500,000 shares. The Company's Board of Directors previously
approved the Amendment, subject to such stockholder approval.
A summary of the material terms of the Amendment and the Plan is set forth in
the Company's definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on July 13, 2021. That summary and the above
description of the Amendment do not purport to be complete and are qualified in
their entirety by reference to the full text of the Amendment, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03.Amendments to the Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On August 26, 2021, the Board of the Company determined that it was in the best
interests of the Company and its stockholders to amend, and approved and adopted
an amendment to, Section 9 of Article VII of its Fifth Amended and Restated
Bylaws (the "Bylaws"), to provide that, unless the Company consents in writing
to the selection of an alternative forum, the federal district courts of the
United States of America shall, to the fullest extent permitted by law, be the
sole and exclusive forum for resolution of any claim arising under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder (such amendment of the Bylaws, the "Bylaw Amendment").
The Bylaw Amendment, which became effectively immediately, further provides that
any person or entity purchasing or otherwise acquiring or holding any interest
in shares of capital stock of the Company shall be deemed to have notice and
consented to Section 9 of Article VII. The Board approved the Bylaw Amendment in
part to reduce any potential expenses that the Company may incur in connection
with actions arising under the Securities Act if the Company was required to
defend any such potential actions or proceedings in multiple jurisdictions and
in parallel proceedings in federal and state courts simultaneously.
The foregoing description of the Bylaw Amendment does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Bylaw
Amendment, a copy of which is filed herewith as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
As described in Item 5.02 above, the Company held its Annual Meeting via webcast
on August 27, 2021. According to the inspector of elections, the stockholders
present in person or by proxy represented 15,126,044 shares of common stock
(entitled to one vote per share), representing a majority of the outstanding
shares of common stock. At the Annual Meeting, the stockholders voted on the
following four proposals and cast their votes as follows:
Proposal 1: Election of Directors.
Director Votes For Votes Withheld Broker Non-Votes
Paul DeWeese 3,635,685 651,023 5,610,102
Robert C. Flexon 3,735,171 551,537 5,610,102
Darren R. Jamison 3,346,610 940,098 5,610,102
Yon Y. Jorden 3,646,649 640,059 5,610,102
Robert F. Powelson 3,645,280 641,428 5,610,102
Denise Wilson 3,648,454 638,254 5,610,102
Ping Fu 3,681,811 604,897 5,610,102
Each of the individuals listed above was elected as a director of the Company to
serve until the next annual meeting or until his or her successor is elected and
qualified.
Proposal 2: Approval of an amendment to increase the number of shares available
under the Capstone Green Energy Corporation 2017 Equity Incentive Plan by
500,000.
Votes For Votes Against Votes Abstain Broker Non-Votes
3,019,539 1,252,134 15,035 5,610,102
The stockholders voted to approve the amendment to the Capstone Turbine
Corporation 2017 Equity Incentive Plan.
Proposal 3: Advisory vote on the compensation of the Company's named executive
officers.
Votes For Votes Against Votes Abstain Broker Non-Votes
3,103,827 1,130,701 52,180 5,610,102
The stockholders voted to approve, on a non-binding advisory vote, the
compensation of the Company's named executive officers.
Proposal 4: Ratification of the selection of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year ending March
31, 2022.
Votes For Votes Against Votes Abstain
9,159,506 487,268 250,036
The stockholders voted to ratify the selection of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year ending March
31, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 First Amendment to Fifth Amended and Restated Bylaws of Capstone Green
Energy Corporation
10.1 Amendment No. 4 to Capstone Green Energy Corporation 2017 Equity Incentive
Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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