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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2024

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

(775) 356-9029
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

 

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 (see General Instruction A.2. below):

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.☐

 

 

 

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Board of Directors (the “Board”) of Ormat Technologies, Inc. (the “Company”) previously adopted, subject to stockholder approval, the Ormat Technologies Inc. Second Amended and Restated 2018 Incentive Compensation Plan (the “Second A&R 2018 ICP”), which increased the number of shares of common stock, $0.001 par value, authorized for issuance under the plan and extended the period during which awards are permitted to be made under the plan. The Company’s stockholders approved the Second A&R 2018 ICP at the Company’s 2024 Annual Meeting of Stockholders held on May 8, 2028 (the “2024 Annual Meeting”). The Second A&R 2018 ICP became effective as of the date of such stockholder approval.

 

The material features of the Second A&R 2018 ICP are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024 (the “2024 Proxy Statement”) in the section titled “Proposal 5 - Approval of the Company's Second Amended and Restated 2018 Incentive Compensation Plan to Increase the Total Number of Shares Reserved Thereunder,” which is incorporated herein by reference. Such description is qualified entirely by reference to the Second A&R 2018 ICP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Additionally, a copy of the Company’s Second A&R 2018 ICP, marked to show changes, was filed as Appendix B to the 2024 Proxy Statement (additions are underlined and deletions are struck through).

 

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

 

The Board previously adopted and declared advisable, and recommended to the Company’s stockholders that they approve and adopt, an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation) that provides for the elimination of monetary liability of certain officers on the Company in certain limited circumstances (the "Proposed Amendment”). The Company’s stockholders approved the Proposed Amendment at the Annual Meeting, which became effective upon the filing of the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

 

The material features of the Proposed Amendment are described in the Company’s 2024 Proxy Statement in the section titled “Proposal 4 – Approval of the Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers,” which is incorporated herein by reference. Such description is qualified in its entirety by reference to the complete copy of the Company’s Fifth Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference. Additionally, a copy of the Company’s Fifth Amended and Restated Certificate of Incorporation, marked to show changes, was filed as Appendix A to the 2024 Proxy Statement (additions are underlined and deletions are struck through).

 

 

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

 

Stockholders voted on the following five proposals at the Company’s 2024 Annual Meeting. For more information on the following proposals submitted to stockholders, see the 2024 Proxy Statement. The results of the votes were as follows:

 

 

 

Item 9.01.         Financial Statements and Exhibits.

 

(d)         Exhibits.

 

 

* Management contract or compensatory plan in which directors and/or executive officers are eligible to participate.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

                           

Date: May 9, 2024