ThZeal - The Zeal

ades-20210615

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)

Delaware

001-37822

27-5472457

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


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:


☐						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:

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).


	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


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.


(1)			Proposal:			Election of four directors to the Company's Board of Directors.


	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


(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.


Votes
For	Against	Abstain	Broker Non-Votes
11,025,554	280,294	157,145	2,915,916


(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.

Votes

For

Against

Abstain

Broker Non-Votes

14,313,006

44,915

20,988

N/A


(4)			Proposal:			To approve the Fourth Amendment to the Company's Tax Asset Protection Plan


Votes
For	Against	Abstain	Broker Non-Votes
10,972,694	450,782	39,517	2,915,916


Item 9.01						Financial Statements and Exhibits.

(d)						Exhibits


Exhibit No.						Description
10.1						Fourth Amendment to Tax Asset Protection Plan dated as of April 9, 2021, by and between the Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.5 to the Company's report on Form 8-K filed April 13, 2021.

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


			Advanced Emissions Solutions, Inc.
			Registrant


			/s/ Morgan Fields
			Morgan Fields
			Vice President of Accounting