8-K 1 a19-11703_28k.htm 8-K
Atlantic Power Corporation
8-K on 06/20/2019   Download
SEC Document
SEC Filing

 

 

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): June 19, 2019

 


 

ATLANTIC POWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

British Columbia

 

001-34691

 

55-0886410

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

3 Allied Drive, Suite 155
Dedham, MA

 

02026

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code (617) 977-2400

 


 

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 (see General Instruction A.2. below):

 

o       Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of Exchange on which registered

Common Shares, no par value, and the associated Rights to Purchase Common Shares

 

AT

 

The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

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. o

 

 

 


 

Item 3.03(a)         Material Modification to Rights of Security Holders.

 

As previously disclosed, on February 28, 2013, pursuant to a shareholder rights plan agreement dated effective as of February 28, 2013 (the “Existing Rights Plan”) between Atlantic Power Corporation (the “Corporation”) and Computershare Investor Services Inc., as rights agent (the “Rights Agent”), the board of directors of the Corporation (the “Board”) authorized the issuance of one common share purchase right (individually, a “Right”) for each outstanding common share of the Corporation (the “Common Shares”) to shareholders of record at the close of business on March 11, 2013 (the “Record Time”). One Right will also be issued in respect of each Common Share issued thereafter, subject to the limitations set forth in the Existing Rights Plan.

 

At the Annual and Special Meeting of Shareholders on June 19, 2019 (the “Annual Meeting”), shareholders of the Corporation approved a proposal to reconfirm the Corporation’s Existing Rights Plan. The Amended and Restated Shareholder Rights Plan Agreement (the “Amended and Restated Rights Plan”), dated as of June 19, 2019, between the Corporation and the Rights Agent will continue in effect until it is required to be reconfirmed by the Corporation’s shareholders at the Corporation’s 2022 meeting of shareholders. The Amended and Restated Rights Plan, as approved at the Annual Meeting, amends and restates the Existing Rights Plan to reflect the following amendments (among other administrative changes):

 

·                  revisions to the definitions of “Acquiring Person”, “Grandfathered Person”, “Disqualification Date”, “Beneficial Owner”, “close of business”, “Competing Permitted Bid”, “controlled”, “Convertible Securities”, “Exempt Acquisition”, “Expiration Time”, “Offer to Acquire”, and “Permitted Bid”;

 

·                  addition of the definitions of “Book Entry Form”, “Book Entry Rights Procedures”, “Constating Documents”, “Disposition Date”, “Election to Exercise”, “Expansion Factor”, “holder”, “NI 62-103”, “NI 62-104”, “Rights Register”, “Transferee” and “Voting Share Acquisition Date”; and

 

·                  revisions to allow the Corporation to maintain the rights issued pursuant to the Amended and Restated Rights Plan in book entry form.

 

A copy of the Amended and Restated Rights Plan is included as Exhibit 4.1 hereto and is incorporated by reference herein. A copy of the Amended and Restated Rights Plan is available free of charge from the Corporation. This summary description of the Amended and Restated Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Rights Plan.

 

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

 

At the Annual Meeting, the shareholders of the Corporation voted on the following matters, casting their votes as described below:

 

·                  To elect to the Board of Directors each of the nominees listed below:

 

Nominee

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-Votes

 

R. Foster Duncan

 

54,201,803

 

n/a

 

1,579,913

 

22,525,875

 

Kevin T. Howell

 

54,231,484

 

n/a

 

1,550,232

 

22,525,875

 

Danielle S. Mottor

 

54,191,693

 

n/a

 

1,590,024

 

22,525,874

 

Gilbert S. Palter

 

54,352,256

 

n/a

 

1,429,460

 

22,525,875

 

James J. Moore, Jr.

 

54,294,888

 

n/a

 

1,486,828

 

22,525,875

 

 

·                  To approve, by non-binding advisory vote, the named executive officer compensation:

 

2


 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

52,719,451

 

2,564,996

 

497,269

 

22,525,875

 

 

·                  To approve an ordinary resolution of the Shareholders to amend and restate and approve, ratify and confirm the Shareholder Rights Plan adopted by the Corporation’s Board of Directors effective February 28, 2013:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

54,514,317

 

1,070,400

 

197,000

 

22,525,874

 

 

·                  To approve a special resolution of the Shareholders authorizing the adoption by the Corporation of certain amendments to the Articles to amend the Canadian director residency requirement and the Shareholder and Director quorum provisions:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

54,973,295

 

616,036

 

192,384

 

22,525,876

 

 

·                  To appoint KPMG LLP as auditors of the Corporation and to authorize the Corporation’s Board of Directors to fix such auditors’ remuneration:

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-Votes

 

77,287,617

 

n/a

 

1,019,973

 

1

 

 

Item 7.01              Regulation FD Disclosure.

 

In addition, on June 19, 2019, the Corporation issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual Meeting were elected as directors of the Corporation and providing detailed results of the votes cast with respect to such election. The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Description

4.1

 

Amended and Restated Shareholder Rights Plan dated effective as of June 19, 2019 (amending and restating the Shareholder Rights Plan dated as of February 28, 2013) between the Corporation and the Rights Agent.

 

 

 

99.1

 

Press Release of Atlantic Power Corporation, dated June 19, 2019.

 

3


 

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.

 

 

 

 

Atlantic Power Corporation

 

 

 

 

 

 

 

 

Dated: June 20, 2019

 

By:

/s/ Terrence Ronan

 

 

 

Name:

Terrence Ronan

 

 

 

Title:

Chief Financial Officer

 

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