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 12, 2011

 Active Power, Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	000-30939	 	74-2961657	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	

 
2128 W. Braker Lane, BK12
Austin, Texas 78758
(Address of principal executive offices, including zip code)

(512) 836-6464
(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:
 
£	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))	

 

 

Item 5.07.	Submission of Matters to a Vote of Security Holders.	
 
At the Company’s Annual Meeting, the stockholders of Active Power, Inc. (the “Company”) re-elected the following individuals as Class II Directors to serve on the Board of Directors. Each Class II Director will serve until the Company’s 2014 Annual Meeting, or until his successor is duly elected and qualified.

Nominee	 	Votes For	 	 	Votes Withheld	 	 	Broker Non-Votes	 	
Jan H. Lindelow	 	 	40,806,262	 	 	 	2,545,197	 	 	 	23,208,297	 	
James A. Clishem	 	 	41,960,493	 	 	 	1,390,966	 	 	 	23,208,297	 	
 
In addition, stockholders voted on the matters set forth below at the Company’s Annual Meeting.

1.  A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2011 was approved based upon the following votes:

Votes for	 	 	66,116,483	 	
Votes against	 	 	159,853	 	
Abstentions	 	 	283,420	 	

2.  The stockholders recommended a frequency of “One Year” for a non-binding advisory vote on compensation of named executive officers.  The result of the non-binding advisory vote on the frequency of future advisory votes on the compensation of named executive officers is based on the following votes:

Once every year	 	 	21,497,209	 	
Once every two years	 	 	1,388,807	 	
Once every three years	 	 	20,122,181	 	
Abstentions	 	 	343,262	 	
Broker Non-Votes	 	 	23,208,297	 	

3.  A non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved based upon the following votes:

Votes for	 	 	41,066,054	 	
Votes against	 	 	771,830	 	
Abstentions	 	 	1,513,575	 	
Broker Non-Votes	 	 	23,208,297	 	

4.  A proposal in favor of term limits for outside directors was rejected based upon the following votes:

Votes for	 	 	8,549,337	 	
Votes against	 	 	34,553,798	 	
Abstentions	 	 	248,324	 	
Broker Non-Votes	 	 	23,208,297	 	

 

 

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.

 	 	ACTIVE POWER, INC.	

Date:  May 16, 2011	By:	   /S/ JOHN PENVER	
 	 	John Penver
Chief Financial Officer