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) December 30, 2024

 

BIRCHTECH CORP.

(Exact name of registrant as specified in its charter)

 

Commission file number 000-33067

 

Delaware

 

87-0398271

(State or other jurisdiction of incorporation)

 

(I.R.S. Employer Identification No.)

 

1810 Jester Drive

Corsicana, Texas

 

 

 

75109

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (614) 505-6115

 

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):

 

☐

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 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

 

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.

 

On December 30, 2024, Birchtech Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). The final results for each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows:

 

Proposal 1: The five nominees for election to the Board of Directors were elected to serve as directors of the Company until their successors are elected and qualified or the earlier of their resignation or removal, by the votes set forth in the table below:

 

Name

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Richard MacPherson

 

 

43,810,479

 

 

 

2,251,980

 

 

 

21,928,526

 

Christopher Greenberg

 

 

43,322,715

 

 

 

2,739,744

 

 

 

21,928,526

 

David M. Kaye

 

 

43,467,990

 

 

 

2,594,469

 

 

 

21,928,526

 

Troy Grant

 

 

43,506,626

 

 

 

2,555,833

 

 

 

21,928,526

 

Mitzi H. Coogler

 

 

44,219,554

 

 

 

1,842,905

 

 

 

21,928,526

 

 

Proposal 2: The Company’s stockholders approved the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2024, by the votes set forth in the table below:

 

For

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

66,797,290

 

 

841,706

 

 

 

351,989

 

 

 

-

 

 

Proposal 3: The Company’s stockholders approved, on an advisory non-binding basis, the compensation paid of the named executive officers, by the votes set forth in the table below:

 

For

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

41,696,438

 

 

3,918,989

 

 

 

447,032

 

 

 

21,928,526

 

 

Proposal 4: The Company’s stockholders approved a proposal to authorize the Board of Directors (the “Board”), in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Company’s certificate of incorporation, to effect a reverse stock split of its issued and outstanding common stock, at a ratio to be determined by the Board, ranging from one-for-two to one-for-five (the “Reverse Split”), with the Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2025, by the votes set forth in the table below:

 

For

 

Against

 

 

Abstained

 

 

Broker Non-Votes

 

57,565,513

 

 

9,656,053

 

 

 

769,419

 

 

 

-

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

 

Description

 

 

 

104

 

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

 

 
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.

 

 

Birchtech Corp.

 

 

 

 

 

Date: January 6, 2025

By:

/s/ Richard MacPherson

 

 

 

Richard MacPherson

President and Chief Executive Officer

 

 

 
3

 

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Cover
Dec. 30, 2024
Cover [Abstract]  
Entity Registrant Name BIRCHTECH CORP.
Entity Central Index Key 0000728385
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Dec. 30, 2024
Entity File Number 000-33067
Entity Tax Identification Number 87-0398271
Entity Incorporation State Country Code DE
Entity Address Address Line 1 1810 Jester Drive
Entity Address City Or Town Corsicana
Entity Address State Or Province TX
Entity Address Postal Zip Code 75109
City Area Code 614
Local Phone Number 505-6115
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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