FORM 8-K

 

 

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): July 19, 2012

 

 

ADA-ES, INC.

(Name of registrant as specified in its charter)

 

 

 

Colorado   000-50216   84-1457385

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

9135 South Ridgeline Blvd., Suite 200,

Highlands Ranch, Colorado

  80129
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 734-1727

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:

 

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

 

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

 

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

 

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

 

 

 


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

ADA-ES, Inc. (“ADA-ES”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) on July 19, 2012. At the Annual Meeting, shareholders considered and voted upon four 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.

On May 31, 2012, the record date for the Annual Meeting, 10,011,551 shares of ADA-ES’s common stock were issued and outstanding.

 

  (1) Proposal: Elect nine directors of ADA-ES.

 

Votes
Director Name   For     Withheld     Broker  Non-Votes

Robert N. Caruso

    3,636,134        389,489      4,112,102

Michael D. Durham

    3,849,800        175,823      4,112,102

Derek C. Johnson

    3,849,088        176,535      4,112,102

Ronald B. Johnson

    3,581,824        443,799      4,112,102

W. Phillip Marcum

    3,637,532        388,091      4,112,102

Mark H. McKinnies

    3,507,249        518,374      4,112,102

Robert E. Shanklin

    3,609,492        416,131      4,112,102

Jeffrey C. Smith

    3,638,204        387,419      4,112,102

Richard J. Swanson

    3,596,037        429,586      4,112,102

 

  (2) Proposal: Ratify the Audit Committee’s selection of Erhardt, Keefe, Steiner & Hottman PC as ADA-ES’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

Votes

For

 

Against

 

Abstain

 

Broker Non-Votes

7,868,709

  103,536   165,480   0

 

  (3) Proposal: Approve Amendment No. 1 to the Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) including approval of shares of common stock reserved for issuance under the 2007 Plan.

 

Votes

For

 

Against

 

Abstain

 

Broker Non-Votes

2,323,117

  1,529,822   172,684   4,112,102


  (4) Proposal: Approve the Amended and Restated 2010 Non-management Compensation and Incentive Plan (the “2010 Plan”) including approval of shares of common stock reserved for issuance under the 2010 Plan.

 

Votes

For

 

Against

 

Abstain

 

Broker Non-Votes

3,318,808

  531,065   175,750   4,112,102

Results: For Proposal (1), all director nominees were elected to the Board. Proposals (2), (3) and (4) passed.

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 thereunto duly authorized.

Date: July 23, 2012

 

ADA-ES, Inc.

Registrant

/s/ Mark H. McKinnies

Mark H. McKinnies

Senior Vice President and Chief Financial Officer