UNITED STATES

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 20, 2017

 


 

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada

 

001-34691

 

55-0886410

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

3 Allied Drive, Suite 220
Dedham, MA

 

02026

(Address of principal executive offices)

 

(Zip Code)

 

(617) 977-2400

(Registrant’s telephone number, including area code)

 


 

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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

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.

 

The Company held its Annual and Special Meeting on June 20, 2017 (the “Annual and Special Meeting”).  At the Annual and Special Meeting, the shareholders of the Company voted on the following matters, casting their votes as described below:

 

·                  To elect to the Board of Directors each of the nominees listed below:

 

Nominee

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-Votes

Irving R. Gerstein

 

42,544,230

 

n/a

 

1,815,311

 

25,406,035

R. Foster Duncan

 

42,836,216

 

n/a

 

1,523,327

 

25,406,033

Kevin T. Howell

 

42,770,278

 

n/a

 

1,589,264

 

25,406,034

Holli C. Ladhani

 

42,660,769

 

n/a

 

1,698,773

 

25,406,034

Gilbert S. Palter

 

42,580,317

 

n/a

 

1,779,226

 

25,406,033

James J. Moore, Jr.

 

42,957,529

 

n/a

 

1,402,014

 

25,406,033

 

·                  Non-binding, advisory vote on the approval of named executive officer compensation:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

35,798,813

 

7,596,683

 

964,538

 

25,406,042

 

·                  Advisory vote on the frequency of the advisory vote on named executive officer compensation:

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-Votes

35,924,343

 

895,350

 

6,958,278

 

582,067

 

25,406,038

 

·                  To appoint KPMG LLP as auditors of the Company and to authorize the Board of Directors to fix the auditors’ remuneration:

 

Votes For

 

Votes Against

 

Votes Withheld

 

Broker Non-Votes

67,883,595

 

n/a

 

1,881,981

 

0

 

·                  To approve an ordinary resolution authorizing the Company to amend its fifth amended and restated long-term incentive plan (the “LTIP”) to increase the number of common shares of the Company issuable under the LTIP.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

41,266,898

 

2,593,489

 

499,149

 

25,406,040

 

In addition, on June 20, 2017, the Company issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual and Special Meeting were elected as directors of the Company and providing detailed results of the votes cast with respect to such election.  The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

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Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Description

99.1

 

Press Release of the Company, dated June 20, 2017.

 

3



 

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.

 

 

Atlantic Power Corporation

 

 

Dated: June 20, 2017

By:

/s/ Terrence Ronan

 

 

Name:

Terrence Ronan

 

 

Title:

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release of the Company, dated June 20, 2017.

 

5