Current Report Filing (8-k)
14 June 2018 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
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 9, 2018
ARCIMOTO,
INC.
(Exact
name of registrant as specified in its charter)
Oregon
(State
or other jurisdiction of incorporation)
001-38213
|
|
26-1449404
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
2034
West 2
nd
Avenue, Eugene, OR 97402
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code
(541) 683-6293
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))
|
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 ☒
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. ☐
Item 5.02.
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
At
the 2018 annual meeting of shareholders (the “Annual Meeting”) of Arcimoto, Inc. (the “Company”),
shareholders approved a proposal for the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan (the “Plan”) pursuant
to which up to 1,000,000 shares (subject to adjustment as described in the Plan) of the Company’s common stock are
available for issuance as equity incentives to its employees, directors and consultants who meet certain criteria. The
Company’s board of directors approved the Plan on April 6, 2018, subject to shareholder approval, and also approved on
that date forms of a Notice of Stock Option Grant and Award Agreement and Restricted Stock Award Agreement, filed as Exhibits
10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
You
can find a summary of the principal features of the Plan in the definitive proxy statement for the Annual Meeting, filed
with the SEC on April 27, 2018 (the “2018 Proxy Statement”), under the heading “Proposal Two –
Approval of the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan”. The summary of the Plan contained in the 2018 Proxy
Statement is qualified in its entirety by the full text of the Plan, filed as Exhibit 10.4 to this Current Report on
Form 8-K and
incorporated by reference herein.
Item 5.07.
|
Submission
of Matters to a Vote of Security Holders.
|
The
Company held its 2018 Annual Meeting on June 9, 2018. At the Annual Meeting, shareholders elected four directors to the Company’s
board of directors for a one-year term or until their successors have been elected and qualified, based on the following votes:
Members
|
|
For
|
|
Withheld
|
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Broker
Non-Votes
|
Mark D. Frohnmayer
|
|
11,836,094
|
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34,944
|
|
0
|
Terry L. Becker
|
|
11,828,116
|
|
42,922
|
|
0
|
Jeff Curl
|
|
11,836,419
|
|
34,619
|
|
0
|
Thomas Thurston
|
|
11,481,729
|
|
389,309
|
|
0
|
At
the meeting, shareholders also approved the Plan. The vote for this proposal was 11,444,041 shares for, 414,304 shares against, 12,693
shares abstaining, and no broker non-votes.
Item 9.01.
|
Financial
Statements and Exhibits.
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SIGNATURE
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.
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ARCIMOTO,
INC.
|
|
|
Date:
June 13, 2018
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/s/
Douglas M. Campoli
|
|
Douglas
M. Campoli
|
|
Chief
Financial Officer
|
2
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