Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2018
Luna Innovations Incorporated (Exact name of registrant as specified in its charter)
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Delaware | | 000-52008 | | 54-1560050 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
301 1st Street SW, Suite 200
Roanoke, Virginia 24011
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indícate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
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
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Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the 2018 Annual Meeting of Stockholders of Luna Innovation Incorporated (“Luna”) held on May 15, 2018, Luna’s stockholders approved three proposals, as proposed in the Proxy Statement, as follows: (i) the election of Scott A. Graeff, Donald Pastor and N. Leigh Anderson as Class III members of the Board of Directors, to serve until Luna’s 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”); (ii) the approval, on a non-binding, advisory basis, of the compensation of Luna’s named executive officers (“Proposal 2”); and (iii) the ratification of the selection of Grant Thornton LLP as Luna’s independent registered public accounting firm for the fiscal year ending December 31, 2018 (“Proposal 3”).
Proposal 1. Election of Directors
The vote with respect to the election of directors was as follows:
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| FOR | | WITHHELD |
Scott A. Graeff | 12,263,850 | | | 399,853 | |
Donald Pastor | 11,627,737 | | | 1,035,966 | |
N. Leigh Anderson | 12,243,316 | | | 420,387 | |
Proposal 2. Advisory Vote on Executive Compensation
The advisory vote on the compensation of Luna’s named executive officers was as follows:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 11,469,593 | | | 1,087,076 | | | 107,034 | | | 11,948,599 | |
Proposal 3. Ratification of Selection of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the selection of Grant Thornton LLP as Luna’s independent registered public accounting firm for the year ending December 31, 2018 was as follows:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 24,374,924 | | | 168,937 | | | 68,441 | | | 0 | |
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Item 7.01 | Regulation FD Disclosure. |
A copy of Luna’s updated corporate presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. | | Description |
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99.1 | | |
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.
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Luna Innovations Incorporated |
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By: | | /s/ Scott A. Graeff |
| | Scott A. Graeff Chief Strategy Officer, Treasurer and Secretary |
Date: May 17, 2018