Orbital Energy Group Inc.

10/15/2021 | Press release | Distributed by Public on 10/15/2021 14:07

Submission of Matters to a Vote of Security Holders - Form 8-K

cui20191204_8k.htm
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):
October 12, 2021
Commission File Number: 0-29923
Orbital Energy Group, Inc.
(Exact Name of registrant as specified in Its Charter)
Colorado
84-1463284
(State or jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1924 Aldine Western, Houston, Texas
77038
(Address of Principal Executive Offices)
(Zip Code)
(503) 612-2300
(Registrant's telephone number)
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 240.1 4d-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. ☐
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, $0.001 par value
OEG
Nasdaq Capital Market
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders for Orbital Energy Group, Inc. ("The Company") on October 12, 2021, the Company's shareholders: (i) elected nine directors; (ii) ratified the appointment of Grant Thornton LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2021; (iii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (iv) approved an amendment to paragraph 11.27 of the Orbital Energy Group 2020 Incentive Award Plan by increasing the Overall Share Limit to 5,000,000.
Proposal 1: Election of nine directors - each to a one-year term:
Nominee
For
Withheld
Broker Non-votes
William J. Clough
17,033,504 1,335,119
20,957,453
James F. O'Neil III 17,444,542 924,081 20,957,453
C. Stephen Cochennet
16,744,669
1,623,954 20,957,453
Paul D. White
17,065,752
1,302,871 20,957,453
Corey A. Lambrecht
16,731,216
1,637,407 20,957,453
Sarah Tucker
17,077,691
1,290,932 20,957,453
Paul T. Addison
17,537,574 831,049 20,957,453
Jerry Sue Thornton 17,625,046 743,577 20,957,453
La Forrest V. Williams 17,653,091 715,532 20,957,453
Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accountants for the year ending December 31, 2021:
For Against Abstain Broker Non-votes
37,819,831 353,421 1,152,824 -
Proposal 3: Advisory vote on the Company's executive compensation (Say-on-Pay):
For
Against
Abstain
Broker Non-votes
15,524,617
2,619,258 224,748 20,957,453
Proposal 4: To approve an amendment to paragraph 11.27 of the Orbital Energy Group 2020 Incentive Award Plan by increasing the Overall Share Limit to 5,000,000;
For
Against
Abstain
Broker Non-votes
15,697,030
1,913,122 758,471 20,957,453
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 thereunto duly authorized.
Signed and submitted this 15th day of October 2021.
Orbital Energy Group, Inc.
(Registrant)
By:
/s/ Daniel N. Ford
Daniel N. Ford
Chief Financial Officer