8-K 1 a8-k61819shmeetingresults.htm 8-K Document
Advanced Emissions Solutions, Inc.
8-K on 06/20/2019   Download
SEC Document
SEC Filing

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 18, 2019
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
Delaware
 
001-37822
 
27-5472457
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
640 Plaza Drive, Suite 270, Highlands Ranch, CO
 
80129
 (Address of principal executive offices)   
 
(Zip Code)
Registrant's telephone number, including area code: (720) 598-3500
Not Applicable
(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)) 
Securities registered pursuant to Section 12(b) of the Act:
Class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock, par value $0.001 per share
 
ADES
 
NASDAQ Global Market
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).
 
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 5.07
 
Submission of Matters to a Vote of Security Holders.

On June 18, 2019, Advanced Emissions Solutions, Inc. (the "Company") held its 2019 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders considered and voted on five proposals. The proposals, number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter are set forth below, which constitute the final voting results from the Annual Meeting. All of the director nominees were elected to the Company's Board of Directors. Consistent with a majority of the votes cast on an advisory basis, the Company will hold a stockholder advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of non-binding stockholder votes on the compensation of its named executive officers. The other three proposals were approved.

On April 22, 2019, the record date for the Annual Meeting, 18,674,147 shares of the Company’s common stock were issued and outstanding.

(1)
Proposal:
Election of seven directors to the Company's Board of Directors.

 
 
Votes
Director Name
 
For
 
Withheld
 
Broker Non-Votes
Carol Eicher
 
12,580,069

 
27,283

 
4,565,328

Brian Leen
 
12,575,479

 
31,873

 
4,565,328

Gilbert Li
 
12,491,545

 
115,807

 
4,565,328

R. Carter Pate
 
12,033,018

 
574,334

 
4,565,328

L. Heath Sampson
 
12,574,876

 
32,476

 
4,565,328

J. Taylor Simonton
 
12,504,743

 
102,609

 
4,565,328

L. Spencer Wells
 
8,212,102

 
4,395,250

 
4,565,328


(2)
Proposal:
Approval, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as set forth under the Executive Compensation section of the Company's 2019 proxy statement.

Votes
For
 
Against
 
Abstain
 
Broker Non-Votes
11,911,649

 
586,637

 
109,066

 
4,565,328


(3)
Proposal:
Ratification of the Audit Committee's selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.

Votes
For
 
Against
 
Abstain
 
Broker Non-Votes
17,007,867

 
62,993

 
101,820

 
N/A

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(4)
Proposal:
Approval of the continuation until December 31, 2020 of the Company's Tax Asset Protection Plan.

Votes
For
 
Against
 
Abstain
 
Broker Non-Votes
12,487,593

 
90,392

 
29,367

 
4,565,328


(5)
Proposal:
Approval of the frequency of future non-binding votes regarding the compensation of our named executive officers.

Votes
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
12,129,672

 
49,892

 
392,351

 
35,437

 
4,565,328


Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)
 
Exhibits



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 20, 2019
 
Advanced Emissions Solutions, Inc.
 
Registrant

 
/s/ L. Heath Sampson
 
L. Heath Sampson
 
President and Chief Executive Officer


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