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): November 10,
2010
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
|
Wisconsin
|
001-33540
|
39-1987014
|
||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
file
number)
|
(IRS
Employer Identification
Number)
|
||
|
N93
W14475 Whittaker Way, Menomonee Falls, Wisconsin
|
53051
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|||
|
(Address
of principal executive offices)
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(Zip
Code)
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|||
Registrant’s
telephone number, including area code: (262)
253-9800
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.
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
|
Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
|
On
November 10, 2010, the Company held its 2010 Annual Meeting of Shareholders. The
certified results of the matters voted upon at the meeting, which are more fully
described in the 2010 Proxy Statement are as follows:
The
Company’s shareholders elected the two nominees to the Company’s Board of
Directors to serve for three year terms as Class III directors, with the votes
cast as follows:
|
Director
Name
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For
|
Withheld
|
Broker
Non-Votes
|
|
Eric
C. Apfelbach
|
4,411,339
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116,388
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6,388,884
|
|
Paul
F. Koeppe
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3,751,967
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775,760
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6,388,884
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The
Company’s shareholders approved the 2010 Omnibus Long-Term Incentive Plan, with
votes cast as follows:
|
For
|
Against
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Abstain
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Broker
Non-Votes
|
|
3,518,021
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991,787
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17,919
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6,388,884
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The
Company’s shareholders approved an amendment to the Company’s Articles of
Incorporation to authorize a class of undesignated preferred stock:
|
For
|
Against
|
Abstain
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Broker
Non-Votes
|
|
3,505,674
|
1,017,098
|
4,955
|
6,388,884
|
The
Company’s shareholders ratified the appointment of Baker Tilly as the Company’s
independent registered public accounting firm for the 2011 fiscal year, with
votes cast as follows:
|
For
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Against
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Abstain
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Broker
Non-Votes
|
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10,739,439
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139,278
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37,894
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0
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2
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
As
described in Item 5.02 above, at the annual of meeting of shareholder held on
November 10, 2010, the shareholders of the Company approved an amendment to the
Company’s Articles of Incorporation to authorize a class of undesignated
preferred stock (the “Amendment”). A description of the Amendment is set forth
in the 2010 Proxy Statement under the heading “Proposal 3—Approval of Amendment
to Articles of Incorporation that Would Authorize a Class of Undesignated
Preferred Stock,” which such description is incorporated herein by
reference. This summary is qualified in its entirety by the full text
of the Amendment set forth in Appendix B to the 2010 Proxy Statement which is
also incorporated by reference herein.
Following
the shareholders’ approval of the Amendment and consistent with its intention
stated in the 2010 Proxy Statement, the Company’s board of directors approved a
certificate of designation of preferences, rights and limitations (the
“Certificate of Designations”) to authorize shares of Series A preferred stock
in accordance with the terms of the Amended and Restated Securities Purchase
Agreement dated August 31, 2010 between the Company and Socius CG II, Ltd. (the
“Socius Securities Purchase Agreement”). A description of the
Certificate of Designations is set forth in the 2010 Proxy Statement under the
heading “Proposal 3—Approval of Amendment to Articles of Incorporation that
Would Authorize a Class of Undesignated Preferred Stock,” which such description
is incorporated herein by reference. This summary is qualified in its
entirety by the full text of the Certificate of Designations set forth in
Appendix C to the 2010 Proxy Statement which is also incorporated by reference
herein.
Upon the
authorization of Series A preferred stock and in accordance with the terms of
the Socius Securities Purchase Agreement, the $517,168 of outstanding debentures
issued by the Company to Socius CG II, Ltd. on September 2, 2010 were converted
into shares of Series A preferred stock. In addition, in accordance
with the Socius Securities Purchase Agreement, any future tranches under the
Socius Securities Purchase Agreement will involve shares of Series A preferred
stock instead of debentures..
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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.
| ZBB Energy Corporation | |||
|
Dated:
November 12, 2010
|
By:
|
/s/ Eric C. Apfelbach | |
| Name: | Eric C. Apfelbach | ||
| Title: | President and CEO | ||
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