0000880984 false 0000880984 2023-09-12 2023-09-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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) September 12, 2023

 

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware   001-33886   22-2786081
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   file Number)   Identification No.)

 

1000 N West St., Suite 1200, Wilmington, Delaware   19801
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (410) 654-3315

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
   
☐ 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 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of Acorn Energy, Inc. was held September 12, 2023. Set forth below are the voting results with respect to each of the proposals presented at the Annual Meeting:

 

Proposal 1 – The stockholders elected, by a plurality of the votes cast, Jan H. Loeb, Gary Mohr, Michael F. Osterer, Peter Rabover and Samuel M. Zentman to the Board of Directors to serve until the Annual Meeting of Stockholders in 2024 and until their successors are duly elected and qualified.

 

Name of Nominee   Total Votes For   Total Votes Withheld   Broker Non-Votes
             
Jan H. Loeb   16,255,641   343,648.10   12,047,864
Gary Mohr   16,245,230   354,059.10   12,047,864
Michael F. Osterer   16,245,130   354,159.10   12,047,864
Peter Rabover   16,393,691   205,598.10   12,047,864
Samuel M. Zentman   15,909,931   689,358.10   12,047,864

 

Proposal 2 and Proposal 3 – The Board of Directors authorized and completed a 1-for-16 reverse stock split, which was effective with the opening of the OTCQB market on September 8, 2023, pursuant to the authority given to them by the stockholders at last year’s annual meeting. In light of that, Proposal 2 and the related Proposal 3 were withdrawn and were not voted on.

 

Proposal 4 – The stockholders ratified by the affirmative vote of a majority of the votes cast on the proposal, the appointment by the Audit Committee of Marcum LLP as the independent registered public accounting firm for the year ending December 31, 2023.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
28,132,863.10   422,224   92,066   0

 

 

Proposal 5 – The stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Total Votes For   Total Votes Against   Total Abstained   Broker Non-Votes
15,910,072   677,831.10     11,386   12,047,864

 

Proposal 6 – The stockholders approved, in a non-binding advisory vote, a frequency of every year for the non-binding advisory vote on the compensation of the Company’s named executive officers.

 

Every Year   Every 2 Years   Every 3 Years   Total Abstained   Broker Non-Votes
16,052,730   77,150   422,232   47,177.10   12,047,864

 

In light of such result on Proposal 6, the Company will continue to include an advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every year.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   

 

 

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 on this 13th day of September, 2023.

 

  ACORN ENERGY, INC.
     
  By: /s/ Tracy S. Clifford
  Name: Tracy S. Clifford
  Title: Chief Financial Officer

 

   

v3.23.2
Cover
Sep. 12, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 12, 2023
Entity File Number 001-33886
Entity Registrant Name ACORN ENERGY, INC.
Entity Central Index Key 0000880984
Entity Tax Identification Number 22-2786081
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1000 N West St.
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Wilmington
Entity Address, State or Province DE
Entity Address, Postal Zip Code 19801
City Area Code (410)
Local Phone Number 654-3315
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Acorn Energy (QB) (USOTC:ACFND)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Acorn Energy (QB) Charts.
Acorn Energy (QB) (USOTC:ACFND)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Acorn Energy (QB) Charts.