17-Jan-2014
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 13, 2014, the stockholders of HPEV, Inc. (the "Company") voted to amend the Bylaws of the Company by deleting plurality voting of the directors and instead provide that at the annual meeting of shareholders the directors be elected by a majority of the outstanding shares entitled to vote.
The amendment to the Bylaws is annexed hereto as Exhibit 3.7. All statements made herein concerning the amendment are qualified by reference to said Exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 13, 2014, the Company held its annual meeting (the "Meeting") of stockholders at the offices of the Company located at 8875 Hidden River Pkwy, Suite 300, Tampa, Florida. As of the record date for the Meeting, November 15, 2013, there were 48,917,595 shares of common stock issued and outstanding plus 9,950,000 additional shares entitled to vote as a result of the 199 shares of Series A Convertible Preferred Stock. As described in the proxy statement which was filed with the Securities and Exchange Commission on December 24, 2013 and sent to all the shareholders of record in connection with the Meeting, the Company would not count the vote of the shares issued in connection with capital raises during the 2013 fiscal year as a result of ongoing litigation with Spirit Bear Limited. Accordingly, 5,733,826 shares were excluded from voting at the Meeting. The Company received proxies from stockholders holding an aggregate of 53,133,769 shares, or 88% of the issued and outstanding shares (including the shares underlying the preferred stock).
The amendment to the Bylaws of the Company to delete plurality voting of the directors and instead provide that at the annual meeting of shareholders the directors be elected by a majority of the outstanding shares entitled to vote was approved.
Timothy Hassett, Judson Bibb and Quentin Ponder were each elected as directors of the Company to serve until the next annual meeting of stockholders. Jay Palmer, Carrie Dwyer and Donica Holt, the nominees appointed by Spirit Bear Limited, were not elected as directors to the Company.
The stockholders approved the non-binding proposal to approve the proposed compensation disclosed in the Proxy Statement for the Company's executive officers who are named in the Proxy Statement's Summary Compensation Table.
The stockholders approved the non-binding proposal to hold an advisory vote on executive compensation annually.
The final voting results on these matters at the Meeting are set forth below. There were no broker non-votes for any of the proposals.
Proposal 1: To authorize the amendment of the Company's Bylaws to provide that at the annual meeting of stockholders the directors be elected by a majority of the outstanding shares entitled to vote.
Votes For Votes Against Votes Abstained
36,772,760 10,018,640 189,900
Proposal 2: To elect the directors to the Company's Board of Directors:
Votes For Votes Against Votes Abstained
Tim Hassett 36,047,279 10,003,240 930,781
Judson Bibb 33,775,060 13,008,840 197,400
Quentin Ponder 34,028,300 12,755,600 197,400
Jay Palmer 10,058,900 36,715,000 207,400
Carrie Dwyer 10,062,140 36,711,760 207,400
Donica Holt 10,056,540 36,717,260 207,500
Proposal 3: To ratify the executive compensation:
Votes For Votes Against Votes Abstained
36,391,260 10,397,840 192,200
Proposal 4: The frequency of stockholder votes on compensation:
1 Year 2 Years 3 Years Abstained
45,288,000 1,500,000 1,000 192,300
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.7 Amendment to Bylaws
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