Current Report Filing (8-k)
10 June 2021 - 8:01PM
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, 2021
MECHANICAL
TECHNOLOGY, INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-06890
|
|
14-1462255
|
(State
or other jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification Number)
|
325
Washington Avenue Extension
Albany,
New York
|
|
12205
|
(Address
of registrant’s principal executive office)
|
|
(Zip
code)
|
(518)
218-2550
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
☐
|
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
symbol(s)
|
|
Name
of each exchange on which
registered
|
Common Stock, par
value
|
|
MKTY
|
|
The Nasdaq Capital
Market, LLC
|
$0.001
per share
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07
|
Submission of Matters to a Vote of Security
Holders.
|
Mechanical
Technology, Inc. (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”) on
Wednesday, June 9, 2021. There were 8,002,520 shares of common stock, par value $0.001 per share (the “Common Stock”),
represented in person or by proxy at the Annual Meeting, constituting approximately 80.91% of the outstanding shares of Common
Stock on April 14, 2021, the record date for the Annual Meeting (the “Record Date”), and establishing a quorum. The
matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal
One: Election of two directors to serve for a three-year term ending at the Company’s annual meeting of stockholders
to be held in 2024.
Name
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
Broker
Non-Votes
|
|
Edward R. Hirschfield
|
|
|
5,475,819
|
|
|
|
62,590
|
|
|
|
2,464,111
|
|
William P. Phelan
|
|
|
5,167,017
|
|
|
|
371,392
|
|
|
|
2,464,111
|
|
All
nominees were duly elected.
Proposal
Two: Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting
firm beginning April 28, 2021 through the period ending December 31, 2021.
Votes
For
|
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
7,878,550
|
|
|
|
|
113,576
|
|
|
|
10,394
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
The
appointment of UHY LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021
was ratified.
Proposal
Three: Approval of an amendment to the Company’s Articles of Incorporation, to increase
the maximum number of directors constituting the entire Board of Directors of the Company from nine to 10 directors.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
7,574,072
|
|
|
|
423,040
|
|
|
|
5,408
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
The
amendment to the Articles of Incorporation to increase the maximum number of directors constituting the entire Board of Directors
of the Company from nine to 10 directors, was approved.
Proposal
Four: Approval of a non-binding advisory proposal to approve the compensation paid to the Company’s named executive
officers.
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
5,383,280
|
|
|
|
148,385
|
|
|
|
6,744
|
|
|
|
2,464,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Proposal
Five: Approval of a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive
compensation.
1
Year
|
|
|
2
Years
|
|
|
3
Years
|
|
|
Abstain
|
|
|
5,463,021
|
|
|
|
20,941
|
|
|
|
48,505
|
|
|
|
5,942
|
|
|
|
|
|
|
|
|
|
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|
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The
advisory (non-binding) vote approved the frequency of voting on executive compensation to be every year.
SIGNATURES
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.
Date: June 9, 2021
|
MECHANICAL TECHNOLOGY, INCORPORATED
|
|
|
|
|
|
|
By:
|
/s/ Jessica
L. Thomas
|
|
|
|
Name:
Jessica L. Thomas
Title:
Chief Financial Officer
|
|
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