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 27, 2016 (May 25, 2016)

 

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33710

 

06-1393453

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

1621 Fiske Place

 

 

Oxnard, California

 

93033

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 639-9458

(Registrant’s telephone number, including area code)

 

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 (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.

 

On May 25, 2016, Clean Diesel Technologies, Inc. held its 2016 annual meeting of stockholders in Oxnard, California.  At the annual meeting, there were 18,751,244 shares entitled to vote, and 14,018,913 shares (74.8%) were represented at the meeting in person or by proxy.

 

At the annual meeting, Matthew Beale, Dr. Till Becker, Lon E. Bell, Ph.D. and Mungo Park were elected directors by a plurality of the votes.  Also at the annual meeting, our stockholders voted to approve amendments to our restated certificate of incorporation, as amended, to effect a 1-for-5 reverse stock split of our outstanding shares of common stock and to reduce the total number of authorized shares of common stock from 100,000,000 to 20,000,000, in each case at discretion of our board of directors, voted for approval of the compensation of our executive officers, and voted to ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.  The following summarizes vote results for those matters submitted to our stockholders for action at the annual meeting:

 

1.                                      Proposal to elect of Matthew Beale, Dr. Till Becker, Lon E. Bell, Ph.D. and Mungo Park as directors to hold office until the 2017 annual meeting or until their successors are elected and qualified.

 

Name

 

For

 

Withhold

 

Broker Non-Votes

 

Matthew Beale

 

4,241,572

 

219,534

 

9,557,807

 

Dr. Till Becker

 

4,197,514

 

263,592

 

9,557,807

 

Lon E. Bell, Ph.D.

 

4,236,435

 

224,671

 

9,557,807

 

Mungo Park

 

4,237,138

 

223,968

 

9,557,807

 

 

2.                                      Proposal to approve an amendment to our restated certificate of incorporation, as amended, to effect a reverse stock split of our outstanding shares of common stock by a ratio of 1-for-5, as determined in the sole discretion of our board of directors.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

12,662,993

 

1,339,957

 

15,963

 

0

 

 

3.                                      Proposal to approve an amendment to our restated certificate of incorporation, as amended, to reduce the total number of authorized shares of common stock from 100,000,000 to 20,000,000.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

10,312,783

 

3,519,387

 

186,743

 

0

 

 

4.                                      Proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

13,737,942

 

187,809

 

93,162

 

0

 

 

5.                                      Proposal to approve, through an advisory vote, the compensation of our executive officers.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

3,859,913

 

547,638

 

53,555

 

9,557,807

 

 

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.

 

Date: May 27, 2016

CLEAN DIESEL TECHNOLOGIES, INC.

 

 

 

By:

/s/ David Shea

 

 

David Shea

 

 

Chief Financial Officer

 

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