Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 23, 2018 (April 19, 2018)  

(Exact Name of Registrant as Specified in Charter)

DELAWARE 001-15957 95-4180883
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)


16640 Stagg Street, Van Nuys, California 91406
(Address of Principal Executive Offices) (Zip Code)

(818) 734-5300
(Registrant's telephone number, including area code)

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))


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 19, 2018, the Board of Directors (the “Board”) of Capstone Turbine Corporation (“the Company”) voted to increase the size of the Board from seven directors to eight directors and appointed Robert C. Flexon to the Board to fill the resulting vacancy. Mr. Flexon will also serve on the Compensation Committee.

Mr. Flexon was President and Chief Executive Officer and Director of Dynegy Inc. (NYSE: DYN), an independent power producer that owned and operated a number of natural gas and coal-fueled power stations in the U.S, from July 2011 to April 2018. Dynegy Inc. was acquired by Vistra Energy Corp. (NYSE: VST) in April 2018. Prior to joining Dynegy Inc., Mr. Flexon served as the Chief Financial Officer of UGI Corporation (NYSE: UGI), a distributor and marketer of energy products and related services from February 2011 to July 2011. Mr. Flexon was the Chief Executive Officer of Foster Wheeler AG (NASDAQ: FWLT) from June 2010 to October 2010 and the President and Chief Executive Officer of Foster Wheeler USA from November 2009 to May 2010. Prior to joining Foster Wheeler, Mr. Flexon was Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (NYSE: NRG) from February 2009 to November 2009. Mr. Flexon previously served as Executive Vice President and Chief Operating Officer of NRG Energy, Inc. from March 2008 to February 2009 and as its Executive Vice President and Chief Financial Officer from 2004 to 2008. Prior to joining NRG Energy, Mr. Flexon held executive positions with Hercules, Inc. and various key positions, including General Auditor, with Atlantic Richfield Company. Mr. Flexon served on the public board of directors of Foster Wheeler from 2006 until 2009 and from May 2010 to October 2010 and is currently serving on the Boards of Westmoreland Coal Company and Genesys Works-Houston, an organization that transforms the lives of disadvantaged high school students through meaningful work experience. Mr. Flexon holds a Bachelor of Science degree in Accounting from Villanova University.

Mr. Flexon’s term as a director will continue until the next annual meeting of the Company’s stockholders, scheduled for August 30, 2018, when at which time he will stand for re-election. Mr. Flexon was identified by an external search firm. After review of Mr. Flexon’s experience and qualifications, the Company’s Nominating and Corporate Governance Committee recommended Mr. Flexon to the Board for approval. Ms. Flexon will also receive a grant of 11,875 restricted stock units that will vest on the date of the Annual Meeting

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit   Description
99   Press release dated April 23, 2018.


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.

Date: April 23, 2018 By:  /s/ Jayme Brooks        
    Jayme L. Brooks
    Chief Financial Officer and Chief Accounting Officer

Exhibit 99

Capstone Announces the Appointment of Robert C. Flexon to its Board of Directors

VAN NUYS, Calif.,, April 23, 2018 (GLOBE NEWSWIRE) -- Capstone Turbine Corporation (www.capstoneturbine.com) (NASDAQ:CPST), the world’s leading clean technology manufacturer of microturbine energy systems, announced today the appointment of Robert C. Flexon to its Board of Directors. Mr. Flexon is an exceptional leader who has shown a proven ability to serve both the interest of shareholders and employees with the same passion, drive and respect.

Mr. Flexon recently served as the President and Chief Executive Officer of Dynegy Inc., a power generation company based in Houston, Texas. The company provided reliable, environmentally responsible, and affordable energy with a generating capacity of more than 27,000 megawatts. On April 9, 2018, Dynegy was acquired by Vistra Energy Corp. (NYSE:VST) in a tax-free, all-stock transaction worth $1.7 billion. The combined company has an enterprise value of more than $20 billion.

Darren Jamison, President and Chief Executive Officer of Capstone, stated, “Bob is a highly experienced executive and financial innovator in the energy industry, and we are excited to welcome him to the Capstone board of directors. I believe his strong energy industry experience, especially in mergers and acquisitions, and in building global businesses, will be extremely valuable as Capstone continues to grow its distributed generation business around the world,” added Mr. Jamison.

Prior to joining Dynegy, Mr. Flexon served as the Chief Financial Officer of UGI Corporation, a distributor and marketer of energy products and services. In 2009, he served as President and Chief Executive Officer of Foster Wheeler’s U.S. subsidiary and then Chief Executive Officer of Foster Wheeler, a global engineering and construction contractor and power equipment supplier. Mr. Flexon served five years at NRG Energy, Inc. in various executive level positions including Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Operating Officer. He also has held key finance and accounting positions with Hercules, Inc. and Atlantic Richfield Company.

“We conducted an exhaustive search for someone who would further strengthen our board’s breadth of talent and we are delighted to have identified such an outstanding executive like Bob,” said Paul DeWeese, Capstone’s Chairman of the Nominating and Governance Committee. “I am very pleased with the results of our six-month search as Bob is an excellent addition to the Capstone board and has all the key characteristics we were looking for in a new director,” added Mr. DeWeese.
“I have long been interested in the benefits and long-term potential for low emission distributed generation technology and am very impressed by Capstone’s innovative technology and forward-looking leadership team,” said Mr. Flexon. “I am honored to be joining the Capstone board and look forward to getting to work and contributing,” added Mr. Flexon.

About Capstone Turbine Corporation

Capstone Turbine Corporation (www.capstoneturbine.com) (NASDAQ:CPST) is the world’s leading producer of low-emission microturbine systems and was the first to market commercially viable microturbine energy products. Capstone has shipped over 9,000 Capstone Microturbine systems to customers worldwide. These award-winning systems have logged millions of documented runtime operating hours. Capstone is a member of the U.S. Environmental Protection Agency's Combined Heat and Power Partnership, which is committed to improving the efficiency of the nation's energy infrastructure and reducing emissions of pollutants and greenhouse gases. A DQS-Certified ISO 9001:2015 and ISO 14001:2015 certified company, Capstone is headquartered in the Los Angeles area with sales and/or service centers in the United States, Latin America, Europe, Middle East and Asia.

For more information about the company, please visit www.capstoneturbine.com. Follow Capstone Turbine on Twitter, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains “forward-looking statements,” as that term is used in the federal securities laws, about the rebound in business, profitability, lowering our expenses, growth in our revenues, progress towards our Adjusted EBITDA breakeven milestone,  and tightly managing our balance sheet. Forward-looking statements may be identified by words such as “expects,” “objective,” “intend,” “targeted,” “plan” and similar phrases. These forward-looking statements are subject to numerous assumptions, risks and uncertainties described in Capstone’s filings with the Securities and Exchange Commission that may cause Capstone’s actual results to be materially different from any future results expressed or implied in such statements. Capstone cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Capstone undertakes no obligation, and specifically disclaims any obligation, to release any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

“Capstone” and “Capstone Microturbine” are registered trademarks of Capstone Turbine Corporation. All other trademarks mentioned are the property of their respective owners.

Capstone Turbine Corporation
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