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2024-04-25
2024-04-25
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):
April 25, 2024
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26966 84-0846841
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1595 Wynkoop Street, Suite 800 80202
,
Denver
,
Colorado
(Address of principal executive offices) (Zip Code)
(970)
407-6626
(Registrant's telephone number, including area code)
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 (see General Instruction A.2.
below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value AEIS NASDAQ
Global Select Market
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 (s)230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR (s)240.12b-2).
Emerging growth company
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.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth under Item 5.03 and Item 9.01 of this report is
incorporated herein by reference.
Item 5.03 Amendments to the Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
Amended and Restated Certificate of Incorporation
On April 25, 2024, at the 2024 Annual Meeting of Stockholders of Advanced
Energy Industries, Inc. ("Advanced Energy" or the "Company"), the Company's
stockholders approved an Amended and Restated Certificate of Incorporation of
the Company to (i) limit the personal liability of the Company's officers in
light of recent amendments to the Delaware General Corporation Law ("DGCL")
and (ii) make certain other minor, non-substantive updates and improvements
(the "Restated Certificate"), which had previously been approved by the
Company's Board of Directors, subject to stockholder approval. On April 25,
2024, the Company filed the Restated Certificate with the Secretary of State
of the State of Delaware.
The Restated Certificate is described in detail in the Company's Definitive
Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the
Securities and Exchange Commission (the "SEC") on March 15, 2024, under the
caption "Proposal No. 4 - Approval Of Advanced Energy's Second Amended and
Restated Certificate of Incorporation to Provide Exculpation from Personal
Liability for Certain Officers as Permitted by Delaware Law and Make Certain
Other Minor, Non-Substantive Updates," which description is incorporated
herein by reference. A copy of the Restated Certificate is also filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The description of the Restated Certificate set forth above does
not purport to be complete and is qualified in its entirety by reference to
such materials.
Third Amended and Restated By-Laws
On April 25, 2024, the Company's Board of Directors amended and restated the
by-laws of the Company (the "Third Amended and Restated By-Laws"), effective
immediately upon their adoption. These amendments principally provide for the
following:
(i) to revise the advance notice requirements and procedures for stockholder proposals and
director nominations and to address the universal proxy rules adopted by the SEC,
including (A) updating the advance notice deadlines for stockholder proposals and
nominations to no earlier than the close of business on the one hundred twentieth (120
th
) day and no later than the ninetieth (90
th
) day prior to the first anniversary of the preceding year's annual
meeting, or if the meeting date is more than 30 days before or after
the first anniversary and the first public announcement of such date
is less than one hundred (100) days before the meeting, the tenth (10
th
) day following such public announcement, (B) updating the advance notice informational and
disclosure requirements for stockholder proposals and director nominations, (C) requiring
evidence of compliance with Rule 14a-19 under the Securities and Exchange Act of 1934, as
amended, and (D) specifying the color of proxy card reserved for exclusive use by the Company;
(ii) to adopt an exclusive forum provision designating the U.S. federal district courts as the
exclusive forum for all claims arising under the Securities Act of 1933, as amended;
(iii) to align with recent changes to the DGCL, such as those regarding adjournment
procedures for stockholder meetings and the provision of the stockholder list;
(iv) to update the stock ownership requirement to call a special meeting of stockholders
to not less than 20% of the shares entitled to vote at the meeting; and
(v) to make other clarifying, conforming and administrative changes.
A copy of the Third Amended and Restated By-Laws filed as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated by reference herein. The
foregoing summary description of the Third Amended and Restated Bylaws does
not purport to be complete and is qualified in its entirety by reference to
the full text of the Third Amended and Restated Bylaws.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2024 Annual Meeting of Stockholders on Thursday, April
25, 2024, to vote on four proposals. The following matters as set forth in the
Proxy Statement were voted upon with the results indicated below.
1. Election of ten (10) directors.
The following ten nominees were elected to serve as directors of the Company,
with the following votes tabulated:
For Withhold Broker Non-Vote
Grant H. Beard 34,609,484 72,751 1,298,891
Frederick A. Ball 33,660,884 1,009,802 1,310,440
Anne T. DelSanto 34,489,290 192,945 1,298,891
Tina M. Donikowski 34,371,680 310,555 1,298,891
Ronald C. Foster 34,619,868 62,367 1,298,891
Stephen D. Kelley 34,596,033 86,202 1,298,891
Lanesha T. Minnix 34,464,756 217,479 1,298,891
David W. Reed 34,586,258 95,977 1,298,891
John A. Roush 34,457,612 224,623 1,298,891
Brian M. Shirley 34,598,336 83,899 1,298,891
Each director has been elected to serve until the 2025 Annual Meeting of
Stockholders, or until his or her successor has been elected and qualified or
until such director's earlier resignation or removal.
2. Ratification of the appointment of Ernst & Young LLP as Advanced Energy's independent registered public accounting firm for 2024.
The appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for 2024 was ratified, with the following votes
tabulated:
For Against Abstain Broker Non-Vote
35,879,956 95,753 5,417 -
3. Advisory approval on the compensation of Advanced Energy's named executive officers.
The advisory approval of the compensation of the Company's named executive
officers as disclosed in the Proxy Statement was approved, with the following
votes tabulated:
For Against Abstain Broker Non-Vote
34,361,564 309,087 11,584 1,298,891
4. Approval of Advanced Energy's Second Amended and Restated Certificate of Incorporation to provide exculpation from personal
liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates.
The Second Amended and Restated Certificate of Incorporation was approved,
with the following votes tabulated:
For Against Abstain Broker Non-Vote
30,580,479 4,067,740 34,016 1,298,891
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
3.1 Amended and Restated Certificate of Incorporation
3.2 Third Amended and Restated By-Laws
104 The cover page from Advanced Energy Industries, Inc. Current Report on Form 8-K, formatted in Inline XBRL
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.
ADVANCED ENERGY INDUSTRIES, INC.
/s/ Elizabeth K. Vonne
Date: May 1, 2024 Elizabeth K. Vonne
Executive Vice President, General Counsel & Corporate Secretary
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