UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
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.
On December 18, 2023, Peter Gross, a member of the Board of Directors of Polar Power, Inc. (the “Company”), Chairman of the Compensation Committee thereof and nominee for re-election as a director at the Company’s annual meeting of stockholders on December 20, 2023 (the “Annual Meeting”), notified the Company of his intention to resign from the Company’s Board of Directors for personal reasons, effective immediately. Mr. Gross’s decision to resign as a director was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on December 20, 2023. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect three directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election are Arthur D. Sams, Keith Albrecht, and Katherine Koster.
In light of his departure from the Board, Mr. Gross is no longer standing for re-election to the Board at the Annual Meeting. Therefore, the nomination of Mr. Gross is withdrawn, and the Board has determined that no other nominee for election at the Annual Meeting will be named in place of Mr. Gross.
The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:
Name | Total Votes for Director | Total Votes Withheld from Director | Total Broker Non-Votes | |||||||||
Arthur D. Sams | 6,050,066 | 61,107 | 2,528,353 | |||||||||
Keith Albrecht | 6,047,373 | 63,800 | 2,528,353 | |||||||||
Katherine Koster | 6,055,879 | 55,294 | 2,528,353 |
Proposal Two: To ratify the appointment of Weinberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
Total Votes | ||||
For | 8,264,700 | |||
Against | 174,031 | |||
Abstain | 200,795 | |||
Broker Non-Votes | N/A |
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: December 20, 2023
POLAR POWER, INC. | ||
By: | /s/ Arthur D. Sams | |
Arthur D. Sams President, Chief Executive Officer and Secretary |