Current Report Filing (8-k)
June 09 2016 - 3:34PM
Edgar (US Regulatory)
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): June 7, 2016
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35877
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46-1347456
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1906 Towne Centre Blvd, Suite 370 Annapolis,
Maryland 21401
(Address
of principal executive offices)
(410) 571-9860
(Registrants telephone number, including area code)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a) The Annual Meeting of Stockholders (the
Annual Meeting
) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the
Company
) was held on June 7, 2016, at which 35,943,543 shares of the Companys common stock were represented in person
or by proxy representing approximately 92.4% of the issued and outstanding shares of the Companys common stock entitled to vote.
(b) At the Annual
Meeting, the Companys stockholders (i) elected the six directors below to serve on the Companys board of directors until the Companys 2017 annual meeting of stockholders and until their respective successors are duly elected
and qualify and (ii) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposals are described in detail in the
Companys 2016 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
(i)
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The voting results with respect to the election of each director were as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-
Votes
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Jeffrey W. Eckel
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26,437,899
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2,074,188
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7,431,456
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Teresa M. Brenner
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26,974,319
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1,537,768
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7,431,456
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Mark J. Cirilli
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23,705,725
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4,806,362
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7,431,456
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Charles M. ONeil
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24,430,405
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4,081,682
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7,431,456
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Richard J. Osborne
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27,224,065
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1,288,022
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7,431,456
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Steven G. Osgood
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27,228,867
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1,283,220
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7,431,456
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(ii) The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the
Companys independent registered public accounting firm for the fiscal year ending December 31, 2016 were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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35,391,846
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526,038
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25,659
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0
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-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.
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HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
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June 9, 2016
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By:
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/s/ Steven L. Chuslo
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Name:
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Steven L. Chuslo
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Title:
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Executive Vice President
and General
Counsel
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