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): July 19, 2012

 

 

ADA-ES, INC.

(Name of registrant as specified in its charter)

 

 

 

Colorado		000-50216		84-1457385
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

9135 South Ridgeline Blvd., Suite 200, Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 734-1727

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

ADA-ES, Inc. (“ADA-ES”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) on July 19, 2012. At the Annual Meeting, shareholders considered and voted upon 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.

On May 31, 2012, the record date for the Annual Meeting, 10,011,551 shares of ADA-ES’s common stock were issued and outstanding.

 

(1)

Proposal: Elect nine directors of ADA-ES.

 

Votes
Director Name		For				Withheld				Broker  Non-Votes
Robert N. Caruso			3,636,134				389,489			4,112,102
Michael D. Durham			3,849,800				175,823			4,112,102
Derek C. Johnson			3,849,088				176,535			4,112,102
Ronald B. Johnson			3,581,824				443,799			4,112,102
W. Phillip Marcum			3,637,532				388,091			4,112,102
Mark H. McKinnies			3,507,249				518,374			4,112,102
Robert E. Shanklin			3,609,492				416,131			4,112,102
Jeffrey C. Smith			3,638,204				387,419			4,112,102
Richard J. Swanson			3,596,037				429,586			4,112,102

 

(2)

Proposal: Ratify the Audit Committee’s selection of Erhardt, Keefe, Steiner & Hottman PC as ADA-ES’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

Votes
For		Against		Abstain		Broker Non-Votes
7,868,709		103,536		165,480		0

 

(3)

Proposal: Approve Amendment No. 1 to the Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) including approval of shares of common stock reserved for issuance under the 2007 Plan.

 

Votes
For		Against		Abstain		Broker Non-Votes
2,323,117		1,529,822		172,684		4,112,102

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(4)

Proposal: Approve the Amended and Restated 2010 Non-management Compensation and Incentive Plan (the “2010 Plan”) including approval of shares of common stock reserved for issuance under the 2010 Plan.

 

Votes
For		Against		Abstain		Broker Non-Votes
3,318,808		531,065		175,750		4,112,102

Results: For Proposal (1), all director nominees were elected to the Board. Proposals (2), (3) and (4) passed.

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 thereunto duly authorized.

Date: July 23, 2012