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 EARLIEST EVENT REPORTED: July 20, 2011

AXION POWER INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
000-22573
65-0774638
(State or other jurisdiction of
 incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
 
3601 Clover Lane
New Castle, PA 16105
(Address of principal executive offices)

(724) 654-9300
(Registrant’s telephone number, including area code)

(Former name 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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
ITEM 5.03. AMENDMENT TO CERTIFICATE OF INCORPORATION

See Item 5.07 below.

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 20, 2011, Axion Power International, Inc. (the “Corporation”) held an Annual Meeting of Shareholders.  At the Annual Meeting, the matters set forth below were put forth to a vote of its shareholders, and passed with the following final tally of votes of shares voted for, against or withheld as set forth.
 
After review and tabulation, the ballots and proxies cast for and against, and those abstaining, the reelection of each of the two current directors of the Corporation, who were candidates for reelection, are:
 
 
 
 

 
Michael Kishinevsky:
For:
    42,148,423  
Against:
    1,059,999  
Abstain:
    35,280  

Howard K. Schmidt, PhD.:
For:
    37,299,213  
Against:
    5,909,459  
Abstain:
    35,030  


After review and tabulation, the ballots and proxies cast for and against, and those abstaining, the ratification of EFP Rotenberg, LLP as the Company’s independent auditors for the year ending December 31, 2011, are:

For:
    62,173,785  
Against:
    350,351  
Abstain:
    240,134  

After review and tabulation, the ballots and proxies cast for and against, and those abstaining, the amendment to the Corporation’s Certificate of Incorporation to increase its authorized shares of Common Stock from 125,000,000 to 200,000,000 shares, are:
 
For:
    59,879,126  
Against:
    2,783,638  
Abstain:
    101,506  
 
 
 
A copy of the Amendment to the Corporation’s Certificate of Incorporation with regard to the increase in authorized shares is set forth as Exhibit 3.7 hereto.
 
 
ITEM 9.01.  EXHIBITS
 
3.7           Amendment to the Corporation’s Certificate of Incorporation, dated July 22, 2011
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Axion Power International, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: July 22, 2011
 
Axion Power International, Inc.
 
     
By:
/s/ Charles R. Trego, Jr.
 
 
Charles R. Trego Jr.
 
Chief Financial Officer
 
 
 
 
 
 
 
 
LIST OF EXHIBITS
 
3.7         Amendment to the Corporation’s Certificate of Incorporation, dated July 22, 2011
 
 
 
 

CERTIFICATE of AMENDMENT of
 
CERTIFICATE of INCORPORATION
 
OF
 
AXION POWER INTERNATIONAL, INC.

 
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
 
FIRST:          That at a meeting of the Board of Directors of Axion Power International, Inc., (the “Corporation”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:
 
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Articles thereof numbered Fourth relating to the authorized shares of the Corporation so that, as amended, said Article shall be read as follows:
 
“ FOURTH:
 
FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 212,500,000 shares of which 200,000,000 shares are designated as common stock, par value $.0001 per share (the “Common Stock”) and 12,500,000 shares of which are designated as preferred stock, par value $.0001 per share (the “Preferred Stock”).
 
SECOND:     That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
 
 
THIRD:        That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 22nd day of July, 2011.
 

 
/s/ Charles R. Trego
 
 
Charles R. Trego, Chief Financial Officer