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UNITED STATES
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): December 8, 2011
American Superconductor Corporation
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-19672   04-2959321
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
64 Jackson Road, Devens, MA   01434
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (978) 842-3000
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.
     On December 8, 2011, American Superconductor Corporation (the “Company”) held its Annual Meeting of Stockholders at which the Company’s stockholders took the following actions:
          1. The Company’s stockholders elected the following directors to its board:
                 
DIRECTOR   VOTES FOR     VOTES
WITHHELD
 
Vikram S. Budhraja
    22,406,303       964,352  
Peter O. Crisp
    22,382,108       988,547  
Richard Drouin
    22,389,271       981,384  
Pamela F. Lenehan
    22,454,995       915,660  
Daniel P. McGahn
    22,472,057       898,598  
David R. Oliver, Jr.
    22,039,897       1,330,758  
John B. Vander Sande
    21,966,085       1,404,570  
John W. Wood, Jr.
    22,036,717       1,333,938  
There were 20,015,658 broker non-votes for each director.
          2. The Company’s stockholders voted to approve an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000 by a vote of 35,474,467 shares of common stock for, 7,381,020 shares of common stock against and 530,826 shares of common stock abstaining.
          3. The Company’s stockholders voted to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year by a vote of 41,862,059 shares of common stock for, 1,242,089 shares of common stock against and 282,165 shares of common stock abstaining.
          4. The Company’s stockholders voted, on an advisory basis, to approve the executive compensation of the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules by a vote of 22,279,809 shares of common stock for, 734,674 shares of common stock against and 356,172 shares of common stock abstaining. There were 20,015,658 broker non-votes on this matter.
          5. The Company’s stockholders voted, on an advisory basis, for a frequency of 3 Years for future executive compensation advisory votes by a vote of 6,432,590 shares of common stock for 1 Year, 535,494 shares of common stock for 2 Years, 15,901,232 shares of common stock for 3 Years and 501,339 shares of common stock abstaining. There were 20,015,658 broker non-votes on this matter.

 


 

SIGNATURES
     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.
         
  AMERICAN SUPERCONDUCTOR CORPORATION
 
 
Date: December 8, 2011  By:   /s/ David A. Henry    
    David A. Henry    
    Senior Vice President and
Chief Financial Officer