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): January 13, 2014

HPEV, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
000-53443
 
75-3076597
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)

8875 Hidden River Pkwy, Suite 300
Tampa, Florida
 
33637
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (813) 975-7567
 
N/A
(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:

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))
 
 
 
 
 
Section 5 – Corporate Governance and Management
 
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On January 13, 2014, the stockholders of HPEV, Inc. (the “Company”) voted to amend the Bylaws of the Company by deleting plurality voting of the directors and instead provide that at the annual meeting of shareholders the directors be elected by a majority of the outstanding shares entitled to vote.

The amendment to the Bylaws is annexed hereto as Exhibit 3.7. All statements made herein concerning the amendment are qualified by reference to said Exhibit.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 13, 2014, the Company held its annual meeting (the "Meeting") of stockholders at the offices of the Company located at 8875 Hidden River Pkwy, Suite  300, Tampa, Florida. As of the record date for the Meeting, November 15, 2013, there were 48,917,595 shares of common stock issued and outstanding plus 9,950,000 additional shares entitled to vote as a result of the 199 shares of Series A Convertible Preferred Stock. As described in the proxy statement which was filed with the Securities and Exchange Commission on December 24, 2013 and sent to all the shareholders of record in connection with the Meeting, the Company would not count the vote of the shares issued in connection with capital raises during the 2013 fiscal year as a result of ongoing litigation with Spirit Bear Limited. Accordingly, 5,733,826 shares were excluded from voting at the Meeting. The Company received proxies from stockholders holding an aggregate of 53,133,769 shares, or 88% of the issued and outstanding shares (including the shares underlying the preferred stock).

The amendment to the Bylaws of the Company to delete plurality voting of the directors and instead provide that at the annual meeting of shareholders the directors be elected by a majority of the outstanding shares entitled to vote was approved.

Timothy Hassett, Judson Bibb and Quentin Ponder were each elected as directors of the Company to serve until the next annual meeting of stockholders. Jay Palmer, Carrie Dwyer and Donica Holt, the nominees appointed by Spirit Bear Limited, were not elected as directors to the Company.

The stockholders approved the non-binding proposal to approve the proposed compensation disclosed in the Proxy Statement for the Company's executive officers who are named in the Proxy Statement's Summary Compensation Table.

The stockholders approved the non-binding proposal to hold an advisory vote on executive compensation annually.

 
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The final voting results on these matters at the Meeting are set forth below. There were no broker non-votes for any of the proposals.

Proposal 1 :  To authorize the amendment of the Company’s Bylaws to provide that at the annual meeting of stockholders the directors be elected by a majority of the outstanding shares entitled to vote.
 
Votes For   Votes Against   Votes Abstained
         
36,772,760   10,018,640   189,900
 
Proposal 2 :  To elect the directors to the Company’s Board of Directors:
 
 
Votes For
Votes Against
Votes Abstained
Tim Hassett
36,047,279
10,003,240
930,781
Judson Bibb
33,775,060
13,008,840
197,400
Quentin Ponder
34,028,300
12,755,600
197,400
Jay Palmer
10,058,900
36,715,000
207,400
Carrie Dwyer
10,062,140
36,711,760
207,400
Donica Holt
10,056,540
36,717,260
207,500
 
Proposal 3 :  To ratify the executive compensation:
 
Votes For   Votes Against   Votes Abstained
         
36,391,260   10,397,840   192,200
 
Proposal 4 :  The frequency of stockholder votes on compensation:
 
1 Year   2 Years   3 Years   Abstained
             
45,288,000   1,500,000   1,000   192,300

 
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Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
 
Exhibit No .   Description
     
3.7
  Amendment to Bylaws

 
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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, thereunto duly authorized.
 
 
  HPEV INC.  
  (Registrant)  
       
Date: January 17, 2014
By:
/s/   Timothy Hassett
 
   
Timothy Hassett
 
   
Chairman and CEO (Principal Executive Officer)
 
 
 
 
 
 
 
 
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EXHIBIT 3.7
 
 
Article II, Section 2 of the Bylaws by amended deleting the sentence “At such meeting director shall be elected by plurality vote and any other proper business may be transacted” at the end of thereof and replacing said sentence with the following: “At such meetings, directors shall be elected by a majority of the outstanding shares entitled to vote thereon.”