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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 6, 2023

 

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in Charter)

 

Washington   001-35521   26-2056298

(State or other jurisdiction of

incorporation)

  (Commission File No.)   (IRS Employee
Identification No.)

 

8023 E. 63rd Place, Suite 101

Tulsa, Oklahoma 74133

(Address of Principal Executive Offices)

 

(918) 236-6461

(Issuer Telephone number)

 

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 CFR240.14a-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 240.13(e)-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
Common Stock   CLIR   The Nasdaq Stock Market LLC

 

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.

 

On June 6, 2023, ClearSign Technologies Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 27,880,868 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), present or represented by proxy at the Annual Meeting, which represented approximately 72.3% of the voting power of the shares of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of Common Stock were entitled to one vote for each share held as of the close of business on April 14, 2023. Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting. The five (5) proposals below are each described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 25, 2023.

 

Proposal 1. Election of Directors.

 

Nominee Name   For   Withheld   Broker Non-Votes
Robert T. Hoffman   19,591,456   40,142   8,249,270
Gary J. DiElsi   18,741,444   890,154   8,249,270
Colin James Deller   19,595,459   36,139   8,249,270
Catharine M. de Lacy   17,256,644   2,374,954   8,249,270
Judith S. Schrecker   16,616,551   3,015,047   8,249,270

 

Each of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.

 

Proposal 2. Ratification of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

For   Against   Abstentions
27,094,154   634,485   152,229

 

There were no broker non-votes on this proposal.

 

The shareholders ratified the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

Proposal 3. Approval, on an advisory basis, of the Company’s compensation paid to named executive officers.

 

For   Against   Abstentions   Broker Non-Votes
16,102,465   3,213,536   315,597   8,249,270

 

The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

 

Proposal 4. Reincorporation from the State of Washington to the State of Delaware.

 

For   Against   Abstentions   Broker Non-Votes
19,537,600   48,017   45,981   8,249,270

 

The shareholders approved the Company’s reincorporation from the State of Washington to the State of Delaware.

 

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Proposal 5. Authorization to adjourn the Annual Meeting.

 

 

For   Against   Abstentions
25,143,904   2,543,318   193,646

   

There were no broker non-votes on this proposal.

 

The shareholders approved the authorization to adjourn the Annual Meeting.

 

 

Item 9.01 Financial Statements and Exhibits.

  

Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)  

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 8, 2023

 

  CLEARSIGN TECHNOLOGIES CORPORATION
     
     
  By: /s/ Colin James Deller
  Name: Colin James Deller
  Title: Chief Executive Officer

 

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