Document

U.S. 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 22, 2016
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
Delaware
 
000-54992
 
27-5472457
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch CO,
 
80129
 (Address of principal executive offices)   
 
(Zip Code)
 
Registrant's telephone number, including area code: (720) 598-3500
Not Applicable
(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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 



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

Advanced Emissions Solutions, Inc. (the "Company" or "ADES") held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2016. At the Annual Meeting, stockholders considered and voted upon four proposals. The proposals, number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter are set forth below, which constitute the final voting results from the Annual Meeting.

On April 25, 2016, the record date for the Annual Meeting, 22,011,494 shares of the Company’s common stock were issued and outstanding.

(1)
Proposal:
Election of eight directors of the Company.

 
 
Votes
Director Name
 
For
 
Withheld
A. Bradley Gabbard
 
14,573,541

 
360,919

Derek C. Johnson
 
11,569,743

 
3,364,717

Paul A. Lang
 
12,121,226

 
2,813,234

Gilbert Li
 
14,662,964

 
271,496

R. Carter Pate
 
14,647,124

 
287,336

L. Heath Sampson
 
14,673,497

 
260,963

J. Taylor Simonton
 
12,162,760

 
2,771,700

L. Spencer Wells
 
14,662,208

 
272,252


(2)
Proposal:
Ratification of the Audit Committee's selection of Hein & Associates LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.

Votes
For
 
Against
 
Abstain
18,153,628

 
151,615

 
125,361


(3)
Proposal:
Approval, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as set forth under the Executive Compensation section of the Company's 2016 proxy statement.

Votes
For
 
Against
 
Abstain
 
Broker Non-Voters
13,431,759

 
525,280

 
99,328

 
4,364,237



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(4)
Proposal:
Approval of Amendment No. 3 in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended, and Amendment No. 4 to the Company's Amended and Restated 2007 Equity Incentive Plan, as amended.

Votes
For
 
Against
 
Abstain
 
Broker Non-Voters
13,587,766

 
378,813

 
99,728

 
4,364,237


Results: For Proposal (1), all director nominees were elected to the Board. Proposal (2), Proposal (3), which was advisory in nature, and Proposal (4) were approved by stockholders.

Item 7.01
 
Regulation FD Disclosure.

A copy of the press release related to the disclosures under Item 5.07 of this report is furnished as Exhibit 99.1 to this report. The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)
 
Exhibits

Exhibit No.
 
Description
99.1
 
Press Release dated June 27, 2016.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 27, 2016
 
Advanced Emissions Solutions, Inc.
 
Registrant

 
/s/ L. Heath Sampson
 
L. Heath Sampson
 
President, Chief Executive Officer and Treasurer



EXHIBIT INDEX


Exhibit No.
 
Description
99.1
 
Press Release dated June 27, 2016.


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