8-K 1 hpev_8k.htm FORM 8-K hpev_8k.htm

 

 

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): August 19, 2015

 

HPEV, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53443

 

75-3076597

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

8875 Hidden River Pkwy, Suite 300

Tampa, Florida

 

33637

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (813) 975-7567

 

___________________________________

(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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 19, 2015, the stockholders of HPEV, Inc. (the “Company”) at a special meeting of stockholders, voted, among other things, to amend the Company’s Articles of Incorporation to (i) change the name of the Company from “HPEV, Inc.” to “Cool Technologies, Inc.”, and (ii) increase the authorized shares of common stock of the Company from 100,000,000 shares to 140,000,000 shares.

 

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

 

On August 19, 2015, the Company held a special meeting of stockholders (the "Meeting") at the offices of the Company located at 8875 Hidden River Pkwy, Suite 300, Tampa, Florida. As of the record date for the Meeting, July 10, 2015, there were 66,192,630 shares of common stock issued and outstanding plus 7,000,000 additional shares entitled to vote as a result of the 140 shares of Series A Convertible Preferred Stock outstanding as of such date (each of the issued and outstanding share of Series A Convertible Preferred Stock is entitled to vote as 50,000 shares of common stock). The Company received proxies from stockholders holding an aggregate of 51,123,259 shares, or 69.85% of the issued and outstanding shares (including the shares underlying the preferred stock).

 

The amendment to the Articles of Incorporation of the Company to change its name from “HPEV, Inc.” to “Cool Technologies, Inc.” was approved.

 

The amendment to the Articles of Incorporation of the Company to increase the authorized shares of common stock of the Company from 100,000,000 shares to 140,000,000 shares was approved.

 

Donald Bowman, Christopher McKee, Richard J. “Dick” Schul and Daniel C. Ustian were each elected as directors of the Company to serve until the next annual meeting of stockholders.

 

The final voting results on these matters at the Meeting are set forth below.

 

Proposal 1: To authorize the amendment of the Company’s Articles of Incorporation to change its name from “HPEV, Inc.” to “Cool Technologies, Inc.”.

 

Votes For

 

Votes Against

 

Votes Abstained

50,298,906

 

262,722

 

586,584

 

There were 3,391,188 broker non-votes for Proposal 1.

 

 
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Proposal 2: To elect the directors to the Company’s Board of Directors:

 

 

 

Votes

For

 

 

Votes

Against

 

 

Votes Abstained

 

Donald Bowman

 

 

34,996,029

 

 

 

1,378,836

 

 

 

408,177

 

Christopher McKee

 

 

34,977,251

 

 

 

1,386,336

 

 

 

419,455

 

Richard J. “Dick” Schul

 

 

36,284,722

 

 

 

90,143

 

 

 

408,177

 

Daniel C. Ustian

 

 

36,290,222

 

 

 

84,643

 

 

 

408,177

 

 

There were 17,756,368 broker non-votes for Proposal 2.

 

Proposal 3: To amend the Articles of Incorporation of the Company to increase the authorized shares of common stock of the Company from 100,000,000 shares to 140,000,000 shares.

 

Votes For

 

Votes Against

 

Votes Abstained

40,025,861

 

9,811,951

 

1,285,447

 

There were 3,416,191 broker non-votes for Proposal 3.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.10

 

Certificate of Amendment to Articles of Incorporation

 

 
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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, thereunto duly authorized.

 

HPEV, Inc.  

 

 

 

Date: August 20, 2015

By:

/s/ Timothy Hassett

 

 

Timothy Hassett

 

 

Chairman and Chief Executive Officer

 

 

 

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