Attached files
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EX-3.(I) - EXHIBIT 3(I) - POWIN ENERGY CORP | ex3_i.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported): June 13, 2012
POWIN CORPORATION
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(Exact name of registrant as specified in its charter)
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Nevada
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000-54015
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87-0455378
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State or other jurisdiction incorporation
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Commission File Number
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IRS Employer
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Identification No.
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20550 SW 115th Ave. Tualatin, OR 97062
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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: (503) 598-6659
(Former name or former address, if changed since last report)
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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))
Section 5-
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Corporate Governance and Management
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Effective June 13, 2012, the following individuals were elected as directors to serve until the next annual meeting of shareholders or until their respective successors have been duly qualified and elected:
Joseph Lu
Jingshuang ( Jeanne) Liu
Zaixiang ( Fred) Liu
Ty Measom
Effective June 13, 2012, the following individuals were elected as officers to serve until the next annual meeting of directors or until their respective successors have been duly qualified and elected:
Joseph Lu
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Chief Executive Officer
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Jingshuang (Jeanne) Liu
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President
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Zaixiang ( Fred) Liu
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Vice-President
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Nicholas Goyak
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Secretary
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Yanli (LeeAnn) Zhao
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Controller
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Mr. Lu, Ms. Liu and Mr. Liu were re-elected to their respective positions. Their respective business experience has been disclosed in previous Company reports. Ms. Liu and Mr. Liu are not related.
Mr. Goyak has been a member of the Oregon State Bar since 1966 and serves as the Company’s outside general counsel.
Ms. Zhao has served as the Company’s in-house accountant since 2007.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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On June 13, 2011, the Company held its Annual Meeting of Shareholders at which a quorum was present. The shareholders elected four (4) directors, each to serve until the next Annual Meeting, or until a successor has been elected and qualified. Each of the nominated directors was elected and received the number of votes set forth below. In addition, the shareholders approved and ratified an amendment to the Articles of Incorporation. More detailed information on the proposals approved by the shareholders can be found in the Company’s Proxy Statement dated May 1, 2012. The Amended and Restated Articles of Incorporation are attached as an exhibit to this Report.
Election of Directors
Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Joseph Lu
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146,742,984
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24,632
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0
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Jeanne Liu
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146,741,784
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25,832
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0
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Fred Liu
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146,741,864
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25,752
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0
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Ty Measom
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146,742,264
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25,352
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0
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Approval and Ratification of Amendment
To Articles of Incorporation
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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143,086,112
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3,674,264
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7,240
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0
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Section 9-
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Financial Statements and Exhibits
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Item 9.01
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Exhibits
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Exhibit No.
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Description
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3(i)
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Amended and Restated Articles of Incorporation
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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.
POWIN CORPORATION
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Dated: June 18, 2012
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By: /s/ Joseph Lu
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Chief Executive Officer
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