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): June 11, 2019
CLEARSIGN COMBUSTION CORPORATION
(Exact name of registrant as specified in Charter)
| Washington | 001-35521 | 26-2056298 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employee Identification No.) |
12870 Interurban Avenue South
Seattle, Washington 98168
(Address of Principal Executive Offices)
206-673-4848
(Issuer Telephone number)
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 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 CFR240.14a-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-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
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. ¨
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 | CLIR | The Nasdaq Stock Market LLC |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of the shareholders of ClearSign Combustion Corporation (the “Company”), which was held on May 8, 2019 and adjourned to June 4, 2019, the shareholders approved an amendment to the Company’s articles of incorporation to specify 20% as the threshold of shareholder votes required to call a special meeting of shareholders.
On June 11, 2019, the Company’s Board of Directors approved an amendment to the Company’s bylaws that reduced the threshold of shareholder votes required to call a special meeting from 25%, as set forth in the bylaws, to 20%, to conform to the amendment to the articles of incorporation. The information included in this Item 5.03 is a summary only and is qualified by the amendment to the bylaws, which is included as Exhibit 3.2 to this Current Report and is incorporated by reference in its entirety into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
| Exhibit 3(ii) | Amendment to the Bylaws of ClearSign Combustion Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 12, 2019 | ||
| CLEARSIGN COMBUSTION CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Colin James Deller | ||
| Chief Executive Officer | ||
EXHIBIT 3.2
AMENDMENT TO
BYLAWS
OF
CLEARSIGN COMBUSTION CORPORATION
By action of the Board of Directors of ClearSign Combustion Corporation (the “Company”) taken pursuant to Section 7, Subsection 7.2 of the Bylaws of the Company, on June 11, 2019, Paragraph 2 of Section 2, Subsection 2.2 of the Bylaws of the Company were amended to read as follows:
A special meeting of the shareholders shall be held if the holders of at least 20% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting have delivered to the Secretary one or more demands for the meeting, describing the purpose or purposes for which it is to be held, which demands shall be set forth either (i) in an executed written record, or (ii) if the corporation has designated an address, location or system to which the demands may be electronically transmitted and the demands are electronically transmitted to that designated address, location or system, in an executed electronically transmitted record. The record date for determining shareholders entitled to demand a special meeting is the date of delivery of the first shareholder demand in compliance with this Section 2.2.
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
Adopted and effective as of June 11, 2019.
| Brian G. Fike, Secretary |