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): June 13, 2013

 

 

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. (the “Company” or “ADA”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”) on June 13, 2013. At the Annual Meeting, shareholders considered and voted upon 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.

On April 10, 2013, the record date for the Annual Meeting, 10,062,242 shares of the Company’s common stock were issued and outstanding.

 

  (1) Proposal: Elect nine directors of ADA.

 

Votes

 

Director Name

   For      Withheld      Broker Non-Votes  

Kim B. Clarke

     6,333,388         98,554         2,463,601   

Michael D. Durham

     6,330,190         101,752         2,463,601   

Alan Bradley Gabbard

     6,333,388         98,554         2,463,601   

Derek C. Johnson

     6,332,499         99,443         2,463,601   

W. Phillip Marcum

     5,622,574         809,368         2,463,601   

Mark H. McKinnies

     5,794,737         637,205         2,463,601   

Robert E. Shanklin

     5,965,360         466,582         2,463,601   

Jeffrey C. Smith

     6,332,629         99,313         2,463,601   

Richard J. Swanson

     6,216,590         215,352         2,463,601   

 

  (2) Proposal: Approve the reorganization proposal to reincorporate the Company in Delaware and to approve the related Agreement and Plan of Merger, dated as of March 25, 2013, by and among the Company, Advanced Emissions Solutions, Inc., a Delaware corporation (“ADES”) and a wholly owned subsidiary of the Company, and ADA Merger Corp., a Colorado corporation and a wholly owned subsidiary of ADES.

 

Votes  

For

  Against     Abstain     Broker Non-Votes  
5,570,704     779,880        81,358        2,463,601   

 

  (3) Proposal: Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

Votes  

For

  Against     Abstain  
8,778,076     5,566        111,901   

 

  (4) Proposal: Approve on an advisory basis the frequency upon which the Company will seek future advisory votes to approve the Company’s compensation paid to named executive officers.

 

Votes  

1 Year

  2 Years     3 Years     Abstain     Broker Non-Votes  
5,195,499     159,114        777,522        299,807        2,463,601   


  (5) Proposal: Approve on an advisory basis the Company’s compensation paid to named executive officers as disclosed in the Company’s 2013 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which include the Compensation Discussion and Analysis, the compensation tables and related narrative discussion).

 

Votes  

For

  Against     Abstain     Broker Non-Votes  
5,877,069     273,093        281,780        2,463,601   

Results: For Proposal (1), all director nominees were elected to the Board. Proposals (2) and (3) were approved by shareholders. For Proposal (4), which was advisory in nature, shareholders voted in favor of conducting future shareholder advisory votes on the compensation of the Company’s named executive officers every year. For proposal (5), which was advisory in nature, shareholders approved the compensation of the Company’s named executive officers.

Consistent with its recommendation to shareholders and the result of the shareholder vote on Proposal 4 discussed above, the Board of Directors of the Company decided to hold an advisory vote to approve the Company’s compensation paid to named executive officers (“Say-on-pay Vote”) every year. Accordingly, the Company expects to hold a Say-on-pay Vote every year until and including the year the Company holds another advisory vote on the frequency upon which the Company will seek Say-on-pay Votes, which will be no later than its Annual Meeting of Shareholders in 2019.

Item 9.01. Financial Statements and Exhibits

(d) The following items are furnished as exhibits to this report:

99.1 Press Release, ADA-ES Announces Results of 2013 Annual Shareholders Meeting dated June 14, 2013.

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: June 14, 2013

 

ADA-ES, Inc.

Registrant

/s/ Mark H. McKinnies

Mark H. McKinnies

Senior Vice President and Chief Financial Officer