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ACTIVE POWER INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 2, 2014



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.



On May 28, 2014, the stockholders of Active Power, Inc. (the "Company") approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 30 million shares to 40 million shares. The Company's Board of Directors had previously approved such amendment at its meeting held on February 14, 2104. The amendment was filed effective May 28, 2014, and is set forth in Exhibit 3.1 to this report and is incorporated by reference herein.

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

At the Annual Meeting of stockholders of the Company held on May 28, 2014 (the "Annual Meeting"), the stockholders of the Company elected the following individual as a Class II Director to serve on the Board of Directors until the Company's 2017 Annual Meeting, or until his successor is duly elected and qualified.

Votes Broker Nominee Votes For Withheld Non-Votes Mark A. Ascolese 12,192,575 112,638 7,491,307



In addition, the Company's stockholders voted on the matters set forth below at the Annual Meeting.

1. A non-binding advisory vote to approve the compensation of the Company's named executive officers was approved based upon the following votes:

Votes for 12,104,972 Votes against 182,832 Abstentions 17,409 Broker Non-Votes 7,491,307



2. A proposal to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved based upon the following votes:

Votes for 19,685,027 Votes against 22,991 Abstentions 88,502



3. A proposal to declassify the Company's Board of Directors was not approved based upon the following votes:

Votes for 12,246,230 Votes against 32,987 Abstentions 25,996 Broker Non-Votes 7,491,307



4. A proposal to increase the authorized shares of common stock was approved based upon the following votes:

Votes for 18,489,608 Votes against 1,228,693 Abstentions 78,219

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Item 9.01 Financial Statements and Exhibits.

Exhibit

Number Description

3.1 Certificate of Amendment of Restated Certificate of Incorporation of Active

Power, Inc., as filed on May 28, 2014

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Source: Edgar Glimpses


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