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) June 9, 2021

 

MECHANICAL TECHNOLOGY, INCORPORATED 

(Exact name of registrant as specified in its charter)

 

Nevada   000-06890   14-1462255
(State or other jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

 

325 Washington Avenue Extension 

Albany, New York 

  12205
(Address of registrant’s principal executive office)   (Zip code)

 

(518) 218-2550 

(Registrant’s telephone number, including area code)

 

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 (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 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, par value   MKTY   The Nasdaq Capital Market, LLC

$0.001 per share

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

Mechanical Technology, Inc. (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”) on Wednesday, June 9, 2021. There were 8,002,520 shares of common stock, par value $0.001 per share (the “Common Stock”), represented in person or by proxy at the Annual Meeting, constituting approximately 80.91% of the outstanding shares of Common Stock on April 14, 2021, the record date for the Annual Meeting (the “Record Date”), and establishing a quorum. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

 

Proposal One: Election of two directors to serve for a three-year term ending at the Company’s annual meeting of stockholders to be held in 2024.

 

Name   Votes
For 		    Votes
Withheld 		    Broker
Non-Votes 		 
Edward R. Hirschfield     5,475,819       62,590       2,464,111  
William P. Phelan     5,167,017       371,392       2,464,111  

 

All nominees were duly elected.

 

Proposal Two: Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm beginning April 28, 2021 through the period ending December 31, 2021.

 

Votes
For 		      Votes
Against/
Withheld 		    Abstain     Broker
Non-Votes 		 
  7,878,550         113,576       10,394       -  
                               

The appointment of UHY LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 was ratified.

 

Proposal Three: Approval of an amendment to the Company’s Articles of Incorporation, to increase the maximum number of directors constituting the entire Board of Directors of the Company from nine to 10 directors.

 

Votes
For 		    Votes
Against/
Withheld 		    Abstain     Broker
Non-Votes 		 
  7,574,072       423,040       5,408       -  
                             

The amendment to the Articles of Incorporation to increase the maximum number of directors constituting the entire Board of Directors of the Company from nine to 10 directors, was approved.

 

Proposal Four: Approval of a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers.

 

Votes
For 		    Votes
Against/
Withheld 		    Abstain     Broker
Non-Votes 		 
  5,383,280       148,385       6,744       2,464,111  
                             

 

 

Proposal Five: Approval of a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation.

 

1 Year     2 Years     3 Years     Abstain  
  5,463,021       20,941       48,505       5,942  
                             

The advisory (non-binding) vote approved the frequency of voting on executive compensation to be every year.

 

 

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 hereunto duly authorized.  

 

Date: June 9, 2021 MECHANICAL TECHNOLOGY, INCORPORATED  
       
  By: /s/ Jessica L. Thomas  
   

Name: Jessica L. Thomas 

Title: Chief Financial Officer