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CLEAN DIESEL TECHNOLOGIES INC FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders

May 27, 2014



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Derek R. Gray withdrew his candidacy for election to the board of directors of Clean Diesel Technologies, Inc. (the "Company") at the 2014 annual meeting of stockholders of the Company held on May 21, 2014. As a result of Mr. Gray's withdrawal, the Company has received notification from NASDAQ that it is no longer in compliance with NASDAQ Listing Rule 5605(c)(2)(A), which requires that the audit committee of the Company be composed of at least three members. In accordance with NASDAQ Listing Rule 5605(c)(4)(B), the Company has until the earlier of its next annual meeting of stockholders or May 21, 2015 to regain compliance with Listing Rule 5605(c)(2)(A), provided the Company's next annual meeting is held on or after November 17, 2014. The Company intends to identify a third person to serve on the audit committee within the permitted time frame.

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

The annual meeting of stockholders of the Company was held on May 21, 2014. At the meeting, the Company's stockholders voted on the following proposals. The proposals are described in detail in the Company's definitive proxy statement with respect to the 2014 annual meeting filed with the Securities and Exchange Commission (the "SEC") on April 7, 2014, as updated by a supplement to the proxy statement filed with the SEC on May 14, 2014.

To elect five (5) directors to hold office until the next annual meeting and

1. until their respective successors are elected and qualified;

2. To ratify the appointment of BDO USA, LLP as the Company's independent

registered public accounting firm for the 2014 fiscal year; and To conduct a non-binding advisory vote to approve the compensation of our



3. named executive officers.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

1. To elect five (5) directors: Number of Votes Cast Nominee For Against Withheld Broker Non-Vote Lon E. Bell, Ph.D. 1,969,592 - 70,286 5,302,485 Bernard H. "Bud" Cherry 1,633,628 - 405,350 5,303,385 Alexander "Hap" Ellis III 1,882,025 - 157,853 5,302,485 Charles R. Engles, Ph.D. 1,882,296 - 157,582 5,302,485 Mungo Park 1,880,590 - 159,288 5,302,485 To ratify the appointment of BDO USA, LLP as the Company's independent 2. registered public accounting firm for the 2014 fiscal year: Number of Votes Cast For Against Abstain 6,884,287 423,229 34,847 Non-binding advisory vote to approve the compensation of our named executive 3. officers: Number of Votes Cast For Against Abstain Broker Non-Vote 1,820,095 196,138 23,643 5,302,487



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Source: Edgar Glimpses


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