UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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of Report (Date of earliest event reported)
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| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
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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).
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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 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 13, 2022. 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 F. Osterer and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2023 and until their successors are duly elected and qualified.
| Name of Nominee | Total Votes For | Total Votes Withheld | Broker Non-Votes | |||||||||
| Jan H. Loeb | 14,083,379.44 | 348,607.1 | 14,741,703 | |||||||||
| Gary Mohr | 13,958,929.44 | 473,057.1 | 14,741,703 | |||||||||
| Michael F. Osterer | 13,917,829.44 | 514,157.1 | 14,741,703 | |||||||||
| Samuel M. Zentman | 13,858,918.44 | 573,068.1 | 14,741,703 | |||||||||
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 September 13, 2023, 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 | |||||||||||
| 27,936,003.44 | 1,148,839.1 | 88,843 | 0 | |||||||||||
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 | |||||||||||
| 28,382,755.54 | 751,564 | 39,367 | 0 | |||||||||||
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, 2022.
| Total Votes For | Total Votes Against | Total Abstained | Broker Non-Votes | |||||||||||
| 29,010,959.44 | 144,960.1 | 17,770 | 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 | |||||||||||
| 12,850,391.54 | 1,558,401 | 23,194 | 14,741,703 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 14th day of September, 2022.
| ACORN ENERGY, INC. | ||
| By: | /s/ Tracy S. Clifford | |
| Name: | Tracy S. Clifford | |
| Title: | Chief Financial Officer | |