UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 7, 2011
October 7, 2011
American Superconductor Corporation
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-19672 (Commission File Number) |
04-2959321 (IRS Employer Identification No.) |
| 64 Jackson Road Devens, Massachusetts (Address of principal executive offices) |
01434 (Zip Code) |
Registrant’s telephone number, including area code (978) 842-3000
Not Applicable
(Former name or former address, if changed since last report.)
(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 8.01. | Other Events. |
American Superconductor Corporation’s (the “Company”) 2011 Annual Meeting of Stockholders
(the “2011 Annual Meeting”) has been scheduled for December 8, 2011. The Company’s board
of directors has established the close of business on October 27, 2011 as the record date for
stockholders entitled to receive notice of, and to vote at, the 2011 Annual Meeting.
The Company also has established a new deadline for the receipt of stockholder proposals submitted
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), for inclusion in the Company’s proxy materials for the 2011 Annual Meeting. In order to
be considered timely, such proposals must be received at the Company’s headquarters at 64 Jackson
Road, Devens, Massachusetts, Attention: Corporate Secretary, no later than October 17, 2011, and
must also comply with Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. This deadline also will apply in determining
whether notice is timely for purposes of exercising discretionary voting authority with respect to
proxies for purposes of Rule 14a-4(c) of the Exchange Act.
Additionally, in accordance with the advance notice provisions set forth in the Company’s Amended
and Restated Bylaws (the “Bylaws”), in order for other business to be brought before the
2011 Annual Meeting outside of Rule 14a-8 of the Exchange Act or a director nomination submitted by
a stockholder to be considered timely, it must be received at the Company’s headquarters at 64
Jackson Road, Devens, Massachusetts, Attention: Corporate Secretary, no later than the close of
business on October 17, 2011, and must comply with the provisions set forth in the Company’s Bylaws
and applicable law.
2
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.
| AMERICAN SUPERCONDUCTOR CORPORATION |
||||
| Date: October 7, 2011 | By: | /s/ David A. Henry | ||
| David A. Henry | ||||
| Senior Vice President and Chief Financial Officer | ||||
3