UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 17, 2020 

 

 

 

ATLANTIC POWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

British Columbia   001-34691   55-0886410
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

3 Allied Drive, Suite 155
Dedham, MA 		  02026
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code (617) 977-2400

 

 

 

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

¨       Pre-commencement communication 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   Name of Exchange on which registered
Common Shares, no par value, and the associated Rights to Purchase Common Shares   AT   The New York Stock Exchange

 

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 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07 Submission of Matters to a Vote of Security Holders.

 

Atlantic Power Corporation (the “Corporation”) held its Annual and Special Meeting of Shareholders on June 17, 2020 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Corporation voted on the following matters, casting their votes as described below:

 

· To elect to the Board of Directors each of the nominees listed below:

 

Nominee   Votes For     Votes Against   Votes Withheld     Broker Non-Votes  
R. Foster Duncan     52,371,896     n/a     4,738,952       23,885,349  
Kevin T. Howell     55,251,141     n/a     1,859,708       23,885,348  
Danielle S. Mottor     55,796,378     n/a     1,314,471       23,885,348  
Gilbert S. Palter     55,765,345     n/a     1,345,503       23,885,349  
James J. Moore, Jr.     55,870,700     n/a     1,240,149       23,885,348  

 

· To approve, by non-binding advisory vote, the compensation of the Corporation’s named executive officers:

 

Votes For     Votes Against     Abstentions     Spoiled Votes     Broker Non-Votes  
  54,382,787       2,260,761       466,736       563       23,885,350  
                                     
· To appoint KPMG LLP as auditors of the Corporation and to authorize the Corporation’s Board of Directors to fix such auditors’ remuneration:

 

Votes For     Votes Against   Votes Withheld     Spoiled Votes     Broker Non-Votes  
  79,649,961     n/a     1,345,673       563       0  

 

· To approve an ordinary resolution authorizing the Company to amend its sixth amended and restated long-term incentive plan (the "LTIP") to increase the number of common shares of the Company issuable under the LTIP:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  53,277,905       3,394,771       438,172       23,885,349  

 

Item 7.01 Regulation FD Disclosure.

 

In addition, on June 19, 2020, the Corporation issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual Meeting were elected as directors of the Corporation, providing detailed results of the votes cast with respect to such election and other details on the results of the Annual Meeting. The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
99.1   Press Release of Atlantic Power Corporation, dated June 19, 2020.

 

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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.

 

  Atlantic Power Corporation
   
   
Dated: June 19, 2020 By: /s/ Terrence Ronan
    Name: Terrence Ronan
    Title: Chief Financial Officer

 

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Exhibit 99.1 

 

 

 

Atlantic Power Corporation Announces Election of Directors and Results of Annual and Special Meeting of Shareholders

 

 

DEDHAM, MASSACHUSETTS – June 19, 2020 – Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (“Atlantic Power” or the “Company”) announced that the nominees listed in the management information circular and proxy statement for the 2020 Annual and Special Meeting of Shareholders (the “Annual Meeting”) held on June 17, 2020 were elected as directors of the Company. Detailed results of the votes by proxy for the election of directors held at the virtual Annual Meeting are set out below.

 

Nominee Votes For % For Votes Withheld % Withheld
R. Foster Duncan 52,371,896 91.70% 4,738,952 8.30%
Kevin T. Howell 55,251,141 96.74% 1,859,708 3.26%
Danielle S. Mottor 55,796,378 97.70% 1,314,471 2.30%
Gilbert S. Palter 55,765,345 97.64% 1,345,403 2.36%
James J. Moore, Jr. 55,870,700 97.83% 1,240,149 2.17%

 

An amendment to the Company’s sixth amended and restated long-term incentive plan was approved at the Annual Meeting. In connection with the amendment, the Company relied on an exemption from certain requirements of the Toronto Stock Exchange (“TSX”) under section 602.1 of the TSX Company Manual.

 

Shareholders also approved, by non-binding advisory vote, the Company’s executive compensation for 2019. In addition, shareholders approved the appointment of KPMG LLP to serve as the Company’s auditors for 2020.

 

About Atlantic Power

 

Atlantic Power is an independent power producer that owns power generation assets in eleven states in the United States and two provinces in Canada. The Company’s generation projects sell electricity and steam to investment-grade utilities and other creditworthy large customers predominantly under long-term power purchase agreements that have expiration dates ranging from 2020 to 2043. The Company seeks to minimize its exposure to commodity prices through provisions in the contracts, fuel supply agreements and hedging arrangements. The projects are diversified by geography, fuel type, technology, dispatch profile and offtaker (customer). Approximately 75% of the projects in operation are 100% owned and directly operated and maintained by the Company. The Company has expertise in operating most fuel types, including gas, hydro, and biomass, and it owns a 40% interest in one coal project.

 

Atlantic Power’s common shares trade on the New York Stock Exchange under the symbol AT and on the Toronto Stock Exchange under the symbol ATP. For more information, please visit the Company’s website at www.atlanticpower.com or contact:

 

Atlantic Power Corporation 
Investor Relations
(617) 977-2700 
info@atlanticpower.com

 

Copies of the Company’s financial data and other publicly filed documents are available on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml under "Atlantic Power Corporation" or on the Company's website.