Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, ClearSign Technologies Corporation (the “Company”) held its
annual meeting of shareholders (the “Annual Meeting”). At the beginning of the
Annual Meeting, there were 27,880,868 shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), present or represented by proxy at
the Annual Meeting, which represented approximately 72.3% of the voting power of
the shares of the Company’s outstanding shares of voting stock entitled to vote
at the Annual Meeting, and which constituted a quorum for the transaction of
business. Holders of Common Stock were entitled to one vote for each share held
as of the close of business on April 14, 2023. Summarized below are the final
voting results for each proposal submitted to a vote of the shareholders at the
Annual Meeting. The five (5) proposals below are each described in more detail
in the proxy statement filed with the Securities and Exchange Commission on
April 25, 2023.
Proposal 1. Election of Directors.
Nominee Name For Withheld Broker Non-Votes
Robert T. Hoffman 19,591,456 40,142 8,249,270
Gary J. DiElsi 18,741,444 890,154 8,249,270
Colin James Deller 19,595,459 36,139 8,249,270
Catharine M. de Lacy 17,256,644 2,374,954 8,249,270
Judith S. Schrecker 16,616,551 3,015,047 8,249,270
Each of the five nominees for director was elected to serve as a director until
the election and qualification of his or her successor or until his or her
earlier death, resignation, or removal.
Proposal 2. Ratification of BPM CPA LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023.
For Against Abstentions 27,094,154 634,485 152,229
There were no broker non-votes on this proposal.
The shareholders ratified the appointment of BPM CPA LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2023.
Proposal 3. Approval, on an advisory basis, of the Company’s compensation paid
to named executive officers.
For Against Abstentions Broker Non-Votes 16,102,465 3,213,536 315,597 8,249,270
The shareholders approved, on an advisory basis, the compensation paid to the
Company’s named executive officers.
Proposal 4. Reincorporation from the State of Washington to the State of Delaware. For Against Abstentions Broker Non-Votes 19,537,600 48,017 45,981 8,249,270
The shareholders approved the Company’s reincorporation from the State of
Washington to the State of Delaware.
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Proposal 5. Authorization to adjourn the Annual Meeting.
For Against Abstentions 25,143,904 2,543,318 193,646
There were no broker non-votes on this proposal.
The shareholders approved the authorization to adjourn the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document) 3
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