UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2011
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33471 | 87-0698303 | ||
| (State or Other Juris- diction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 101 Federal Street, Suite 1100, Boston, Massachusetts | 02110 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (617) 224-9900
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):
| 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 5.07. Submission of Matters to a Vote of Security Holders.
EnerNOC, Inc. (the “Company”) held its annual meeting of stockholders on June 1, 2011 to
consider and vote on the following matters, which are described in detail in the Company’s Proxy
Statement filed with the Securities and Exchange Commission on April 26, 2011 (the “Proxy
Statement”):
Proposal 1 — Election of Director
The Company’s stockholders approved the election of the person named below as a class I member of
the board of directors, to serve for a three-year term until the 2014 annual meeting of
stockholders, and until his successor has been duly elected and qualified, or until his earlier
resignation or removal. The votes cast were as follows:
| Name | For | Withheld | Broker Non-Votes | |||||||||
Arthur W. Coviello, Jr. |
15,716,850 | 201,977 | 4,826,936 | |||||||||
Proposal 2 — Advisory Vote on the Compensation of the Company’s Named Executive
Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named
executive officers as disclosed in the Proxy Statement. The votes cast were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 14,096,545 | 1,789,935 | 32,346 | 4,826,936 | |||||||||
Proposal 3 — Advisory Vote on the Frequency of Holding an Advisory Vote on the
Compensation of the Company’s Named Executive Officers
Votes regarding indication, on an advisory basis, of the preferred frequency of advisory votes on
the compensation of the Company’s named executive officers were as follows:
| Every 1 Year | Every 2 Years | Every 3 Years | Abstentions | Broker Non-Votes | ||||||||||||
7,230,602 |
145,727 | 8,492,201 | 50,296 | 4,826,936 | ||||||||||||
Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting
Firm
The Company’s stockholders approved the proposal to ratify the appointment of the accounting firm
of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2011. The votes cast were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 20,552,717 | 74,275 | 118,770 | 0 | |||||||||
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.
| ENERNOC, INC. |
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| Date: June 6, 2011 | By: | /s/ Timothy Weller | ||
| Name: | Timothy Weller | |||
| Title: | Chief Financial Officer (Principal Financial Officer) |
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