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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 15, 2021
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. | o |
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| Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
On June 15, 2021, Advanced Emissions Solutions, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders considered and voted on four proposals. The proposals, number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter are set forth below, which constitute the final voting results from the Annual Meeting. All of the director nominees were elected to the Company's Board of Directors. The other three proposals were approved.
On April 19, 2021, the record date for the Annual Meeting, 18,863,502 shares of the Company’s common stock were issued and outstanding.
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| (1) | Proposal: | Election of four directors to the Company's Board of Directors. |
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| | Votes |
| Director Name | | For | | Withheld | | Broker Non-Votes |
| Carol Eicher | | 10,657,148 | | | 805,845 | | | 2,915,916 | |
| Gilbert Li | | 11,243,125 | | | 219,868 | | | 2,915,916 | |
| J. Taylor Simonton | | 11,242,884 | | | 220,109 | | | 2,915,916 | |
| L. Spencer Wells | | 11,080,669 | | | 382,324 | | | 2,915,916 | |
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| (2) | Proposal: | Approval, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as set forth under the Executive Compensation section of the Company's 2021 proxy statement. |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 11,025,554 | | | 280,294 | | | 157,145 | | | 2,915,916 | |
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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, 2021. |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 14,313,006 | | | 44,915 | | | 20,988 | | | N/A |
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| (4) | Proposal: | To approve the Fourth Amendment to the Company's Tax Asset Protection Plan |
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| Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 10,972,694 | | | 450,782 | | | 39,517 | | | 2,915,916 | |
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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 17, 2021
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| Advanced Emissions Solutions, Inc. |
| Registrant |
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| /s/ Morgan Fields |
| Morgan Fields |
| Vice President of Accounting |