UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 15, 2023, Ideal Power Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting online via live audio webcast at which the Company’s stockholders approved the Amended & Restated Ideal Power Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan was amended primarily to (1) increase the number of authorized shares under the 2013 Plan by 400,000 shares and (2) extend the term of the 2013 Plan to June 15, 2033. The 2013 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2013 Plan are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”). The summaries of the 2013 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2013 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 15, 2023, the Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1 — Election of five directors to serve until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified.
| Nominee: | For | Withheld | Broker Non-Votes | |||||||||
| R. Daniel Brdar | 1,675,858 | 105,063 | 1,841,333 | |||||||||
| Drue Freeman | 1,392,732 | 388,189 | 1,841,333 | |||||||||
| Gregory Knight | 1,529,019 | 251,902 | 1,841,333 | |||||||||
| Ted Lesster | 1,427,520 | 353,401 | 1,841,333 | |||||||||
| Michael C. Turmelle | 1,444,482 | 336,439 | 1,841,333 | |||||||||
Proposal 2 — Ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| For | Against | Abstain | ||||||||
| 3,615,123 | 5,276 | 1,855 | ||||||||
Proposal 3 — Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,565,870 | 197,600 | 17,451 | 1,841,333 | |||||||||||
Proposal 4 — Approval of the Amended & Restated Ideal Power Inc. 2013 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 909,793 | 858,925 | 12,203 | 1,841,333 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Ideal Power Inc. 2013 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 16, 2023 | IDEAL POWER INC. | |
| By: | /s/ Timothy Burns | |
| Timothy Burns | ||
| Chief Financial Officer | ||