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): August 26, 2021
BIOHITECH GLOBAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36843 | 46-2336496 |
| (State of Organization) | (Commission File Number) |
(I.R.S.
Employer
Identification No.) |
80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977
(Address of principal executive offices)
Registrant’s telephone number, including area code: 845-262-1081
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:
| ¨ | 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, $0.0001 par value per share | BHTG | NASDAQ Capital Market |
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. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On August 26, 2021, BioHiTech Global, Inc., a Delaware corporation (the “Company”), held its 2021 Annual Meeting of Stockholders (the “Meeting”). Of the 28,348,684 shares of the Company’s common stock (the “Common Stock”) and 427,500 shares of the Company’s Series C Convertible Preferred Stock (“Series C Preferred Stock”) entitled to vote at the Meeting, 15,090,801 shares of Common Stock were present in person or by proxy, representing a majority of the Company’s outstanding voting capital stock. Each share of Common Stock was entitled to one vote and each share of Series C Preferred Stock was entitled to four votes.
(b) At the Meeting, the Company’s stockholders: (i) re-elected Frank E. Celli, James D. Chambers, Anthony Fuller, Robert A. Graham, Harriet Hentges, Walter Littlejohn III and Nicholause Rohleder as members of the Board of Directors, each for a one-year term expiring at the 2022 annual meeting of stockholders and until each of their respective successors are duly elected and qualified or until each of their respective earlier resignation or removal; (ii) ratified the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2021.
The voting results of the shares of Common Stock and Series C Preferred Stock, voting as a single class, for each proposal are set forth below:
Proposal 1 – Election of Directors:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,301,708 | 0 | 515,536 | ||||||||
Re-election of Frank E. Celli as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,375,127 | 0 | 442,117 | ||||||||
Re-election of James D. Chambers as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,310,673 | 0 | 506,571 | ||||||||
Re-election of Anthony Fuller as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,376,326 | 0 | 440,918 | ||||||||
Re-election of Robert A. Graham as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,301,708 | 0 | 515,536 | ||||||||
Re-election of Harriet Hentges as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,327,058 | 0 | 490,186 | ||||||||
Re-election of Walter Littlejohn III as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,444,850 | 0 | 372,394 | ||||||||
Re-election of Nicholause Rohleder as a Director:
| Broker | ||||||||||
| Total Shares Voted | Total Votes Withheld | Non-Votes | ||||||||
| 7,407,270 | 0 | 409,974 | ||||||||
Proposal 2- To ratify the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| Percentage | Broker | |||||||||||||||||
| Votes For | Votes Against | Votes Abstained | Voted For | Non-Votes | ||||||||||||||
| 12,547,137 | 2,229,699 | 313,965 | 83.14% | 0 | ||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 1, 2021 | BIOHITECH GLOBAL, INC. | ||
| By: | /s/ Brian C. Essman | ||
| Name: | Brian C. Essman | ||
| Title: | Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) | |||