Schedule 14A




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant

x

 

 

Filed by a Party other than the Registrant

o

 

Check the appropriate box:

 

 

o

Preliminary Proxy Statement




 

o

Confidential, For Use of the Commission Only (as permitted by Rule 14a 6(e)(2))




 

x

Definitive Proxy Statement




 

o

Definitive Additional Materials




 

o

Soliciting Material Pursuant to §240.14a 2

 

ACTIVE POWER, INC.

 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

x

No fee required.




 

o

Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0 11.




 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 11 (set forth the amount on which the filing fee is calculated and state how it was determined):



 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:




 

o

Fee paid previously with preliminary proxy materials.




 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0 11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement no.:

 

 

(3)

Filing Party:

 

 

(4)

Date Filed:

 

 






ACTIVE POWER, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2014

 

TO THE STOCKHOLDERS OF ACTIVE POWER, INC.:

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Active Power, Inc., a Delaware corporation, will be held on Wednesday, May 28, 2014, at 9:00 a.m. Central Time, at our principal executive offices, located at 2128 W. Braker Lane, BK 12, Austin, Texas 78758, for the following purposes, as more fully described in the proxy statement accompanying this notice:

 

1.            To elect Mark A. Ascolese as a Class II Director to serve until our 2017 Annual Meeting of Stockholders, or until his successor is duly elected and qualified.

 

2.            To hold a non-binding advisory vote to approve our executive compensation.

 

3.            To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

4.            To amend our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to declassify our Board of Directors and provide for the annual election of directors beginning with our 2015 Annual Meeting of Stockholders.

 

5.            To amend the Certificate of Incorporation to increase our authorized shares of common stock from 30,000,000 shares to 40,000,000 shares.

 

6.            To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

 

Only stockholders of record at the close of business on March 31, 2014 are entitled to notice of and to vote at the Annual Meeting.  A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices.

 

All stockholders are cordially invited to attend the meeting in person.  Whether or not you plan to attend, please sign and return the proxy in the envelope enclosed for your convenience, or vote your shares by telephone or by the Internet as promptly as possible.  Telephone and Internet voting instructions can be found on the attached proxy.  Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure that all your shares will be voted.  You may revoke your proxy at any time prior to the Annual Meeting.  If you attend the Annual Meeting and vote, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

 

 

Sincerely,

 

 

 

/s/ James A. Powers

 

James A. Powers

 

Vice President of Finance, Chief Financial Officer

 

& Corporate Secretary

 

 

Austin, Texas

 

April 28, 2014

 


YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.  PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND VOTE YOUR SHARES BY TELEPHONE, BY THE INTERNET OR BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURNING IT IN THE ENCLOSED ENVELOPE.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2014

 

Our financial and other information is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2013.  Pursuant to rules promulgated by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet.  This proxy statement and our 2014 Annual Report to Stockholders, including our Form 10 K for the year ended December 31, 2013, are available at our website at www.activepower.com.

ACTIVE POWER, INC.

2128 W. Braker Lane, BK 12

Austin, Texas 78758

 

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2014

 

General

 

The enclosed proxy is solicited on behalf of the Board of Directors of Active Power, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held on May 28, 2014 (the “Annual Meeting”).  The Annual Meeting will be held at 9:00 a.m. Central Time at our principal executive offices, located at 2128 W. Braker Lane, BK 12 Austin, Texas 78758.  These proxy solicitation materials were mailed on or about April 28, 2014, to all stockholders entitled to vote at our Annual Meeting.

 

Voting

 

The specific proposals to be considered and acted upon at our Annual Meeting are summarized in the accompanying notice and are described in more detail in this proxy statement.  On March 31, 2014, the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 23,078,761 shares of our common stock outstanding and no shares of our preferred stock were outstanding.

 

Each stockholder is entitled to one vote for each share of common stock held by such stockholder on March 31, 2014.  The presence, in person or by proxy, of the holders of a majority of our shares entitled to vote is necessary to constitute a quorum at this Annual Meeting.  Shares that are voted “FOR,” “AGAINST,” “WITHHELD” or “ABSTAIN” are treated as being present at the meeting for purposes of establishing a quorum and are also treated as votes cast (the “Votes Cast”) with respect to a matter.  Abstentions will have the same effect as a vote against a proposal, except with respect to the election of directors.  Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes will not be counted for purposes of determining the number of Votes Cast with respect to the particular proposal on which a broker has expressly not voted.  Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.

 

The vote of a plurality of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote in the election of directors is necessary for the election of a director.  Thus, the nominee receiving the greatest number of votes at the Annual Meeting will be elected to our Board of Directors (the “Board”), even if the nominee receives votes from less than a majority of such shares.  Stockholders may not cumulate votes in the election of directors.  The proposals regarding the non-binding advisory vote on executive compensation and the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 require the affirmative vote of a majority of the Votes Cast on the proposal at the Annual Meeting. Proposal Four regarding the amendment to our certificate of incorporation to declassify our Board of Directors requires the affirmative vote of the holders of at least two-thirds of the shares of common stock issued and outstanding on the record date. Proposal Five regarding the amendment to our certificate of incorporate to increase our authorized shares of common stock requires the affirmative vote of the holders of a majority of the shares of common stock issued and outstanding on the record date.

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All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

 
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