Attached files
| file | filename |
|---|---|
| EX-10.3 - SECOND AMENDMENT TO THE 2011 EQUITY INCENTIVE PLAN - GENTHERM Inc | d351218dex103.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): May 10, 2012
AMERIGON INCORPORATED
(Exact name of registrant as specified in its charter)
| Michigan | 0-21810 | 95-4318554 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 21680 Haggerty Road, Ste. 101, Northville, MI | 48167 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (248) 504-0500
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 follow provisions:
| ¨ | 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 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 250.13e-4(c)) |
Section 1-4. Not applicable.
Section 5. Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of Amerigon Incorporated (the “Company”) held on May 10, 2012, shareholders: (1) elected eight director nominees to serve one-year terms; (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012; (3) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on April 13, 2012; and (4) approved an amendment to the Amerigon Incorporated 2011 Equity Incentive Plan for the purposes of (i) increasing the maximum number of shares of common stock that may be issued pursuant to awards granted under the plan by 2,000,000 (from 850,000 to 2,850,000) and (ii) increasing the number of shares of common stock that may be issued pursuant to “full value awards” granted under the plan by 200,000 (from 50,000 to 250,000). The results of the voting are shown below.
Proposal 1 – Election of Directors
| Nominee |
For |
Withheld |
Broker Non-Votes |
|||||||||
| Francois J. Castaing |
20,043,667 | 3,633,513 | 2,808,560 | |||||||||
| Daniel R. Coker |
23,329,276 | 347,904 | 2,808,560 | |||||||||
| Sophie Desormiére |
23,643,380 | 33,800 | 2,808,560 | |||||||||
| John M. Devine |
20,249,867 | 3,427,313 | 2,808,560 | |||||||||
| James D. Donlon, III |
23,635,405 | 41,775 | 2,808,560 | |||||||||
| Maurice E.P. Gunderson |
23,377,586 | 299,594 | 2,808,560 | |||||||||
| Oscar B. Marx, III |
10,862,034 | 12,815,146 | 2,808,560 | |||||||||
| Carlos Mazzorin |
23,581,246 | 95,934 | 2,808,560 | |||||||||
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
| For |
Against |
Abstain | ||
| 25,116,446 |
1,326,274 | 43,020 |
Proposal 3 – Advisory Vote on Compensation of the Named Executive Officers
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 23,315,795 |
330,542 | 30,843 | 2,808,560 |
Proposal 4 – Amendment to Amerigon Incorporated 2011 Equity Incentive Plan
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 18,777,033 |
4,868,279 | 31,868 | 2,808,560 |
Sections 6-8. Not applicable.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Number |
Description | |
| 10.1 | Amerigon Incorporated 2011 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A, filed with the Commission on May 20, 2011). | |
| 10.2 | First Amendment to the Amerigon Incorporated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3.8 to the Company’s Annual Report on Form 10-K filed March 15, 2012). | |
| 10.3 | Second Amendment to the Amerigon Incorporated 2011 Equity Incentive Plan. | |
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.
| AMERIGON INCORPORATED | ||
| By: | /s/ BARRY G. STEELE | |
| Barry G. Steele, | ||
| Chief Financial Officer | ||
Date: May 10, 2012
EXHIBIT INDEX
| Number |
Description | |
| 10.1 | Amerigon Incorporated 2011 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A, filed with the Commission on May 20, 2011). | |
| 10.2 | First Amendment to the Amerigon Incorporated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3.8 to the Company’s Annual Report on Form 10-K filed March 15, 2012). | |
| 10.3 | Second Amendment to the Amerigon Incorporated 2011 Equity Incentive Plan. | |