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):
|
December
16, 2010
|
Ener1,
Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
Florida
|
001-34050
|
59-2479377
|
||
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
of
incorporation)
|
File
Number)
|
Identification
No.)
|
||
|
||||
1540
Broadway, Suite 25C, New York, New York
|
10036
|
|||
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(212)
920-3500
|
Not
Applicable
______________________________________________
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:
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
December 13, 2010, Ener1, Inc. (“Ener1”) was notified that as of January 3,
2011, Ener1 will no longer be listed on the NASDAQ Global Market and will now be
listed on the NASDAQ Global Select Market under its existing trading symbol,
“HEV.”
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 16, 2010, the shareholders of Ener1 approved the Amendment and
Restatement of the Ener1, Inc. 2007 Stock Incentive Plan (the “Plan
Amendment”).
The Plan
Amendment increased the number of shares of common stock available for option
awards under the Ener1, Inc. 2007 Stock Incentive Plan by 5,234,236 shares of
common stock, such that the total number of shares of common stock available for
option awards equals 10 million shares.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Plan Amendment, a copy of which is
filed as Exhibit 1.1 to Ener1’s definitive proxy statement filed with the
Securities and Exchange Commission on November 29, 2010 (the “Proxy Statement”),
and incorporated herein by reference.
Item 5.07. Submission of Matters
to a Vote of Security Holders.
Ener1
held its 2010 annual meeting of shareholders (the “Annual Meeting”) on December
16, 2010. The shareholders considered eight proposals, each of which is
described in detail in the Proxy Statement. The final results of votes with
respect to the proposals submitted at the Annual Meeting are set forth
below.
Proposal 1. Election of Nine
Directors to Ener1’s Board of Directors as set forth below:
NAME
|
VOTES
FOR
|
VOTES
WITHHELD
|
BROKER
NON-VOTES
|
Charles
Gassenheimer
|
111,602,398
|
142,713
|
0
|
Kenneth
Baker
|
111,526,832
|
218,279
|
0
|
Elliot
Fuhr
|
111,533,020
|
212,091
|
0
|
Thomas
Snyder
|
111,668,385
|
76,726
|
0
|
Boris
Zingarevich
|
111,689,135
|
55,976
|
0
|
Stanislav
Shekshnia
|
111,685,426
|
59,685
|
0
|
Nora
Brownwell
|
111,684,941
|
60,170
|
0
|
Greg
Kasagawa
|
111,683,698
|
61,413
|
0
|
Wilber
James
|
111,675,245
|
69,866
|
0
|
Proposal 2. Approval of the
Issuance of Common Stock as Amortization Payments in Connection with Ener1’s
Recently Completed $55 Million Debt Financing Transaction.
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,488,815
|
209,290
|
47,006
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 3. Approval of the
Issuance of Warrants to Purchase 8,000,000 Shares of Common Stock to Ener1
Group:
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,488,049
|
196,717
|
60,345
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 4. Approval of the Issuance of
Warrants to Purchase 2,426,670 Shares of Common Stock to Ener1
Group:
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,493,798
|
198,258
|
53,055
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 5. Approval of the Issuance of
Warrants to Purchase 464,164 Shares of Common Stock to Ener1 Group:
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,493,716
|
196,263
|
55,132
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 6. Approval of the Amendment of
the Articles of Incorporation of Ener1 to Increase the Number of Authorized
Shares of Common Stock from 235,714,286 Shares to 300,000,000
Shares:
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,383,109
|
312,848
|
49,154
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 7. Ratification of the
Amendment and Restatement of the Ener1, Inc. 2007 Stock Incentive
Plan:
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
110,998,361
|
700,345
|
46,405
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
Proposal 8. Ratification of the
Selection of PricewaterhouseCoopers LLP as Ener1’s Auditors for the Fiscal Year
ending December 31, 2010.
VOTES
FOR
|
VOTES
AGAINST
|
ABSTENTIONS
|
||
111,701,775
|
26,631
|
16,705
|
Broker
Non-Votes: 0
The
foregoing proposal was approved.
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.
Ener1,
Inc.
|
||||
|
||||
December
17, 2010
|
By:
|
/s/
Charles Gassenheimer
|
||
Name:
Charles Gassenheimer
|
||||
Title:
Chief Executive Officer
|