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 2020 Annual Meeting of Stockholders (the "Annual Meeting") of the Company held on August 27, 2020, the Company's stockholders approved an amendment to the Company's 2017 Equity Incentive Plan (as amended, the "Amended Plan") to increase the number of shares available thereunder by 500,000 shares. The Company's Board of Directors previously approved the Amended Plan, subject to such stockholder approval.

A summary of the material terms of the Amended Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 17, 2020. That summary and the above description of the Amended Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan, which is filed as Exhibit 10.1 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 virtually held its Annual Meeting via webcast on August 27, 2020. According to the inspector of elections, the stockholders present virtually in person or by proxy represented 11,023,921 shares of common stock (entitled to one vote per share). 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
       Holly A. Van Deursen    1,975,779       277,412           5,690,773
       Paul DeWeese            1,981,102       272,089           5,690,773
       Robert C. Flexon        2,026,916       226,275           5,690,773
       Darren R. Jamison       1,962,556       290,635           5,690,773
       Yon Y. Jorden           2,027,905       225,286           5,690,773
       Robert F. Powelson      2,009,695       243,496           5,690,773
       Denise Wilson           2,029,501       223,690           5,690,773

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 Turbine Corporation 2017 Equity Incentive Plan by 500,000.





           Votes For    Votes Against    Votes Abstain    Broker Non-Votes
           1,591,325       614,957          46,909           5,690,773

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
           1,584,726       554,051          114,414          5,690,773

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, 2021.


--------------------------------------------------------------------------------

                    Votes For    Votes Against    Votes Abstain
                    7,445,501       310,438          188,025

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, 2021.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number     Description





10.1*   Capstone Turbine Corporation 2017 Equity Incentive Plan, as amended (a)

--------------------------------------------------------------------------------

(a) Incorporated by reference to Appendix A to Capstone Turbine Corporation's

Definitive Proxy Statement, filed on July 17, 2020 (File No. 001-15957)


* Indicates a management contract or compensatory plan, contract or arrangement.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses