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
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 25, 2025, ClearSign Technologies Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 37,126,224 shares of the Company’s common stock, par value $0.0001 per share, present or represented by proxy, which represented 70.82% of the voting power 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 of common stock held as of the close of business on May 29, 2025. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The three proposals below are each described in more detail in the definitive proxy statement filed with the Securities and Exchange Commission on June 13, 2025, as supplemented on July 11, 2025 (as supplemented, the “Proxy Statement”).
Proposal 1. Election of Directors.
| Nominee Name | For | Withheld | Broker Non-Votes | |||
| Louis J. Basenese | 26,074,018 | 419,173 | 10,633,033 | |||
| Colin James Deller | 23,527,028 | 2,966,163 | 10,633,033 | |||
| Anthony DiGiandomenico | 25,991,315 | 501,876 | 10,633,033 | |||
| Catharine M. de Lacy | 8,676,437 | 17,816,754 | 10,633,033 | |||
| Judith S. Schrecker | 8,706,082 | 17,787,109 | 10,633,033 | |||
| G. Todd Silva | 12,276,922 | 14,216,269 | 10,633,033 |
Each of the six nominees standing for re-election as a director was elected to serve on the Company’s board of directors (the “Board”) until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.
As previously disclosed, former director David M. Maley previously informed the Company that he would not stand for re-election to the Board upon expiration of his current term, which expired at the Annual Meeting. In connection therewith, also as previously disclosed in the Proxy Statement, the Board decreased the number of directors from seven to six following the Annual Meeting.
Proposal 2. The approval, on an advisory basis, of the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | ||
| 34,031,612 | 2,960,630 | 133,982 |
There were no broker non-votes on this proposal.
The stockholders approved, on an advisory basis, the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.
| For | Against | Abstentions | Broker Non-Votes | |||
| 20,433,300 | 3,851,598 | 2,208,293 | 10,633,033 |
The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
| 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, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 28, 2025
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |