8-K

ClearSign Technologies Corp (CLIR)

8-K 2023-06-08 For: 2023-06-06
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Added on April 06, 2026

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 6, 2023

CLEARSIGN TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in Charter)

Washington 001-35521 26-2056298
(State or other jurisdiction of<br><br> <br>incorporation) (Commission File No.) (IRS Employee Identification No.)

8023 E. 63rd Place, Suite 101

Tulsa**,Oklahoma 74133**

(Address of Principal Executive Offices)

(918) 236-6461

(Issuer Telephone number)

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 CFR240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act (17 CFR 240.13(e)-4(c))
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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 CLIR The Nasdaq Stock Market LLC

Indicate 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<br> 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 5.07 Submission of Matters to a Voteof Security Holders.

On June 6, 2023, ClearSign Technologies Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 27,880,868 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), present or represented by proxy at the Annual Meeting, which represented approximately 72.3% of the voting power of the shares 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 held as of the close of business on April 14, 2023. Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting. The five (5) proposals below are each described in more detail in the proxy statement filed with the Securities and Exchange Commission on April 25, 2023.

Proposal 1. Election of Directors.

Nominee Name For Withheld Broker Non-Votes
Robert T. Hoffman 19,591,456 40,142 8,249,270
Gary J. DiElsi 18,741,444 890,154 8,249,270
Colin James Deller 19,595,459 36,139 8,249,270
Catharine M. de Lacy 17,256,644 2,374,954 8,249,270
Judith S. Schrecker 16,616,551 3,015,047 8,249,270

Each of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.

Proposal 2. Ratification of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For Against Abstentions
27,094,154 634,485 152,229

There were no broker non-votes on this proposal.

The shareholders ratified the appointment of BPM CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal 3. Approval, on an advisory basis, of the Company’s compensation paid to named executive officers.

For Against Abstentions Broker Non-Votes
16,102,465 3,213,536 315,597 8,249,270

The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

Proposal 4. Reincorporation from the State of Washington to the State of Delaware.

For Against Abstentions Broker Non-Votes
19,537,600 48,017 45,981 8,249,270

The shareholders approved the Company’s reincorporation from the State of Washington to the State of Delaware.

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Proposal 5. Authorization to adjourn the Annual Meeting.

For Against Abstentions
25,143,904 2,543,318 193,646

There were no broker non-votes on this proposal.

The shareholders approved the authorization to adjourn the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.


Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)  ****
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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 8, 2023

CLEARSIGN TECHNOLOGIES CORPORATION
By: /s/ Colin James Deller
Name: Colin James Deller
Title: Chief Executive Officer
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