Alternus Clean Energy Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported below under Item 5.07 of this Current Report, Alternus Clean Energy, Inc. (the “Company”) held a special meeting of stockholders on September 26, 2024 (the “Special Meeting”), at which the Company’s stockholders elected John McQuillan as a Class I director.
At the Special Meeting, the Company’s stockholders also approved an Amendment (the “Incentive Plan Amendment”) to the Company’s 2023 Equity Incentive Plan (the “Incentive Plan”), to increase the aggregate number of shares available for the grant of awards under the Incentive Plan from 8,000,000 shares to a total of 28,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 6, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
| Item 5.03 | AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On September 30, 2024, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares from 150,000,000 shares of Common Stock to 300,000,000 shares of Common Stock (the “Amendment”).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Amendment was approved by the Company’s shareholders at the Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
| Item 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On September 26, 2024, at the virtual annual meeting of shareholders (the “Annual Meeting”), the shareholders of the Company: (i) elected one (1) Class I director to hold office until the 2027 Annual Meeting of the Stockholders and until their respective successor is elected and qualified; (ii) approved the issuance of a number of shares for our common stock related to the conversion of, and payment of, interest shares and redemption shares pursuant to a Convertible Note and the exercise of a Warrant; (iii) approved an amendment to our Certificate of Incorporation to increase the total number of authorized shares of common stock; (iv) approved an amendment to our Certificate of Incorporation to remove restrictions on the ability of our Stockholders to take action by written consent; (v) approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock as determined by our Board of Directors in its sole discretion; (vi) approved an amendment to our 2023 Equity Incentive Plan to increase the total number of authorized shares of common stock under the plan; (vii) approved an amendment to our Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law; and (viii) ratified the selection of Forvis Mazars, LLP as our independent auditor for the fiscal year ending December 31, 2024.
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The proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) that was filed with the Securities and Exchange Commission on September 6, 2024. Holders of 67,597,021 shares of the Company’s common stock, or approximately 77.67% of the 87,033,225 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Annual Meeting. The shares entitled to vote include the common stock of the Company.
The following are the final voting results on the proposals presented to the Company’s shareholders at the Annual Meeting.
Proposal No. 1: Election of Class I Director
The Company’s shareholders elected the Class I director nominee nominated by the Board to hold office until the 2027 Annual Meeting of the Stockholders and until their successors are duly elected and qualified. The table below sets forth the voting results for Proposal 1:
| Director | Term Expires | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | |||||||||||||
| John McQuillan | 2027 | 67,263,547 | 57,043 | 276,431 | 99.51 | % | ||||||||||||
Proposal No. 2: Approval of the Issuance of a Number of Shares for our Common Stock related to the Conversion of, and Payment of, Interest Shares pursuant to a Convertible Note and the Exercise of a Warrant.
The Company’s shareholders approved the issuance of a number of shares of common stock at a price that is less than $0.351 which exceeds 19.99% of the outstanding shares of our common stock as of April 18, 2024, issuable pursuant to the exercise of the Warrant and conversion of, and payment of, interest shares and redemption shares pursuant to the Note, for purposes of Listing Rule 5635(d) of Nasdaq. The table below sets forth the voting results for Proposal 2:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 2 | 67,186,431 | 134,159 | 276,431 | 99.39 | % | |||||||||||
Proposal No. 3: Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock.
The Company’s shareholders approved the Amendment to the Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 to 300,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1. The table below sets forth the voting results for Proposal 3:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 3 | 66,832,430 | 488,160 | 276,431 | 98.87 | % | |||||||||||
Proposal No. 4: Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Remove Restrictions on the Ability of our Stockholders to take Action by Written Consent.
The Company’s shareholders approved the Amendment to the Amended and Restated Certificate of Incorporation to remove restrictions on the ability of our stockholders to take action by written consent. This proposed amendment is intended to enable action by written consent of the stockholders of the Company as permitted under Section 228 of the Delaware General Corporation Law. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
The table below sets forth the voting results for Proposal 4:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 4 | 59,110,973 | 8,209,567 | 276,481 | 87.45 | % | |||||||||||
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Proposal No. 5: Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Effect the Reverse Stock Split
The Company’s shareholders approved the resolution to give the Board of Directors (“Board”) the discretion to effect the reverse stock split (as defined in the Proxy Statement) of the Company’s common stock at a ratio ranging from1-for-10 and 1-for-50. The table below sets forth the voting results for Proposal 5:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 5 | 59,745,565 | 86,406 | 7,765,050 | 88.38 | % | |||||||||||
Proposal No. 6: Approval of an Amendment to the 2023 Equity Incentive Plan to Increase the Total Number of Authorized Shares of Common Stock under the Plan.
The Company’s shareholders approved the resolution to amend the 2023 Equity Incentive Plan (the “2023 Plan”) to increase the maximum number of shares available for grant under the 2023 Plan (the “2021 Plan Increase”) from 8,000,000 shares to 28,000,000 shares (or the quotient obtained by dividing such number by the Split Ratio, if the Reverse Stock Split Proposal is approved and implemented. A copy of the Amended and Restated 2023 Equity Incentive Plan is attached hereto as Exhibit 10.1. The table below sets forth the voting results for Proposal 6:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 6 | 58,988,844 | 8,323,241 | 284,936 | 87.27 | % | |||||||||||
Proposal No. 7: Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law.
The Company’s shareholders approved the Amendment to the Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers in specific circumstances, as permitted by Delaware law (the “Officer Exculpation Amendment”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
The table below sets forth the voting results for Proposal 7:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 7 | 66,783,928 | 534,357 | 278,736 | 98.80 | % | |||||||||||
Proposal No. 8: Ratification of the Auditors
The Company’s shareholders approved the resolution to approve Forvis Mazars, LLP as the Company’s independent public accounting firm for fiscal 2024. The table below sets forth the voting results for Proposal 8:
| Proposal | For | Aginst | Withheld | % Votes For – Based on Total Shares Voted | ||||||||||||
| 8 | 67,565,843 | 21,866 | 9,312 | 99.95 | % | |||||||||||
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| Item 9.01 | Financial Statements and Appendices |
Appendices
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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.
| Date: September 30, 2024 | ALTERNUS CLEAN ENERGY, INC. | |
| By: | /s/ Vincent Browne | |
| Name: | Vincent Browne | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors | |
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