8-K
Polar Power, Inc. (POLA)
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
Dateof Report (Date of earliest event reported): December 21, 2022
POLAR
POWER, INC.
(ExactName of Registrant as Specified in Charter)
| Delaware | 001-37960 | 33-0479020 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
249E. Gardena Boulevard, Gardena, California 90248
(Addressof Principal Executive Offices) (Zip Code)
(310)830-9153
(Registrant’stelephone number, including area code)
N/A
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.0001 per share | POLA | The<br> 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 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. ☐
Item5.07 Submission of Matters to a Vote of Security Holders.
The 2022 annual meeting of stockholders (the “Annual Meeting”) of Polar Power, Inc. (the “Company”) was held on December 21, 2022. The following proposals were approved at the Annual Meeting by the votes indicated:
Proposal One: To elect four directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election are Arthur D. Sams, Keith Albrecht, Peter Gross and Katherine Koster.
The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:
| Name | Total Votes for<br> <br>Director | Total Votes<br> <br>Withheld from<br> <br>Director | Total Broker<br> <br>Non-Votes | |||
|---|---|---|---|---|---|---|
| Arthur D. Sams | 6,497,303 | 44,809 | 2,695,667 | |||
| Keith Albrecht | 6,495,394 | 46,718 | 2,695,667 | |||
| Peter Gross | 6,496,847 | 45,264 | 2,695,667 | |||
| Katherine Koster | 6,497,688 | 44,423 | 2,695,667 |
Proposal Two: To ratify the appointment of Weinberg & Company, P.A., as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| Total Votes | ||
|---|---|---|
| For | 9,141,819 | |
| Against | 70,429 | |
| Abstain | 25,531 | |
| Broker Non-Votes | N/A |
Proposal Three: To conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers.
| Total Votes | ||
|---|---|---|
| For | 6,432,759 | |
| Against | 97,147 | |
| Abstain | 12,205 | |
| Broker Non-Votes | 2,695,667 |
Proposal Four: To conduct a non-binding advisory vote to determine the frequency of the non-binding advisory vote on executive compensation.
| Total Votes | ||
|---|---|---|
| One Year | 789,376 | |
| Two Years | 17,092 | |
| Three Years | 5,694,886 | |
| Abstain | 40,758 | |
| Broker Non-Votes | 2,695,667 |
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.
Date: December 21, 2022
| POLAR POWER, INC. | |
|---|---|
| By: | /s/ Arthur D. Sams |
| Arthur<br> D. Sams President, Chief Executive Officer and Secretary |