Amendment: ClearSign Technologies Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K of ClearSign Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2024, as amended by a Form 8-K/A filed by the Company with the SEC on June 28, 2024 (the “Original 8-K”), reporting the results of stockholders voting at the Company’s annual meeting held on June 25, 2024 (the “Annual Meeting”). The sole purpose of this Amendment No. 2 is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. Except for the foregoing, this Amendment No. 2 does not modify or update any other disclosure contained in the Original 8-K, and this Amendment No. 2 should be read in conjunction with the Original 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As previously reported in the Original 8-K, a non-binding, advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay”) was held at the Annual Meeting. The Company’s stockholders cast the highest number of votes in favor of holding future Say-on-Pay votes every year. After consideration of these voting results and the recommendation of the Company’s board of directors in the proxy statement filed with the SEC on May 10, 2024, as supplemented from time to time, to hold future Say-on-Pay votes every three years, the Company determined that future Say-on-Pay votes would be held every year until the next stockholder advisory vote on the frequency of future Say-on-Pay votes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 23, 2024
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |