Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Ormat Technologies, Inc. on May 8, 2017. The filing was submitted on May 10, 2017.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance matters and voting results.
Material Changes
There are no material financial changes reported in this filing. The primary events are the successful ratification of corporate governance proposals by stockholders.
Corporate Governance and Voting Results
Stockholders approved the following proposals:
- Director Elections: Re-election of Stanley B. Stern, David Granot, and Robert E. Joyal to the Board of Directors.
- Auditor Ratification: Appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2017.
- Executive Compensation: Advisory approval of named executive officer compensation.
- Compensation Vote Frequency: Advisory recommendation to hold executive compensation votes every one year.
- Charter Amendment: Adoption of the Third Amended and Restated Certificate of Incorporation.
Voting Summary:
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Election of Stanley B. Stern | 36,623,154 | 2,970,884 | 17,722 |
| Election of David Granot | 39,185,432 | 408,554 | 17,773 |
| Election of Robert E. Joyal | 39,186,646 | 407,291 | 17,823 |
| Ratification of PwC | 40,005,880 | 269,590 | 335,780 |
| Executive Compensation Approval | 32,513,228 | 7,033,748 | 64,783 |
| Annual Compensation Vote Frequency | 30,573,061 | 11,711 | 102,362 |
| Adoption of Charter Amendment | 37,802,886 | 1,706,519 | 102,355 |
Investor Verification Checklist
- Confirm the effective date of the Third Amended and Restated Certificate of Incorporation.
- Review the specific terms of the executive compensation plan approved on an advisory basis.
- Verify the engagement letter details with PricewaterhouseCoopers LLP for the 2017 fiscal year.
- Check subsequent filings for the implementation of the annual executive compensation vote schedule.