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U.S. 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 13, 2023
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
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| Delaware | | 001-37822 | | 27-5472457 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO | | 80111 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (720) 598-3500
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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | | 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:
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| Class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | | ADES | | Nasdaq Global Market |
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).
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| 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. | ☐ |
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| Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
On June 13, 2023, Advanced Emissions Solutions, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders considered and voted on five proposals, which are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2023. Set forth below are the matters the stockholders voted on and the final voting results.
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| (1) | Proposal: | Election of seven directors to the Company's Board of Directors. |
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| | Votes |
| Director Name | | For | | Withheld | | Broker Non-Votes |
| Laurie Bergman | | 11,430,129 | | | 2,423,446 | | | 4,020,103 | |
| Jeremy Blank | | 11,209,494 | | | 2,644,081 | | | 4,020,103 | |
| Richard Campbell-Breeden | | 11,206,801 | | | 2,646,774 | | | 4,020,103 | |
| Carol Eicher | | 9,642,153 | | | 4,211,422 | | | 4,020,103 | |
| Gilbert Li | | 10,391,903 | | | 3,461,672 | | | 4,020,103 | |
| Julian McIntyre | | 11,212,020 | | | 2,641,555 | | | 4,020,103 | |
| L. Spencer Wells | | 10,058,122 | | | 3,795,453 | | | 4,020,103 | |
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| (2) | Proposal: | Approval, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed in the 2023 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the compensation tables and related narrative discussion). |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 9,446,410 | | | 4,171,331 | | | 235,834 | | | 4,020,103 | |
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| (3) | Proposal: | Ratification of the Audit Committee's selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 17,601,341 | | | 207,412 | | | 64,925 | | | N/A |
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| (4) | Proposal: | To approve the issuance, in accordance with Nasdaq Listing Rule 5635(a), of our common stock, upon conversion of our Series A Preferred Stock issued on February 1, 2023. |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 8,308,200 | | | 1,695,336 | | | 26,584 | | | 4,020,103 | |
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| (5) | Proposal: | To approve the Sixth Amendment to Tax Asset Protection Plan by and between the Company and Computer Share Trust Company, N.A., as rights agent. |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 8,286,298 | | | 5,516,010 | | | 51,267 | | | 4,020,103 | |
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| Item 9.01 | | Financial Statements and Exhibits. |
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| (d) | | Exhibits |
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| Exhibit No. | | Description |
| 10.1 | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2023
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| Advanced Emissions Solutions, Inc. |
| Registrant |
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| /s/ Greg Marken |
| Greg Marken |
| Chief Executive Officer |