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)
January 20, 2016
Active Power, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-30939 | 74-2961657 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2128 W. Braker Lane, BK 12, Austin, Texas | 78758 | |
(Address of principal executive offices) | (Zip Code) | |
(512) 836-6464
(Registrant’s telephone number, including area code)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Class II Director to Retire
On January 20, 2016, Dr. Ake Almgren, current Class II Director and Chairman of the Board of Directors (“Board”) of Active Power, Inc., a Delaware corporation (“Company”), indicated that he had decided to retire and tendered his resignation from the Company’s Board to be effective after the Company’s annual meeting of stockholders to be held in 2016 (“2016 Annual Meeting”). Dr. Almgren’s resignation was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) Appointment of Class II Director
On January 20, 2016, the Company’s Board increased the size of the Board from seven to eight directors and appointed Mr. Daryl Dulaney to the Board as a Class II Director. Mr. Dulaney was recommended to the Nominating and Corporate Governance Committee by Mr. Peter Gross, one of our Board members. There is no arrangement or understanding between Mr. Dulaney and any other persons pursuant to which Mr. Dulaney was elected as a director. The Board has elected Mr. Dulaney to succeed Dr. Almgren as Chairman of the Board effective after the 2016 Annual Meeting. Mr. Dulaney is expected to be named to one or more committees at a future Board meeting. There are no family relationships between Mr. Dulaney and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Dulaney will receive compensation from the Company for his service on the Board in accordance with the terms of the Company’s non-employee director compensation and equity ownership policy, the material terms of which are described under the caption “Overview of Director Compensation and Procedures” in the Company’s definitive proxy statement on Schedule 14A filed on March 19, 2015. The Company entered into its standard form of indemnification agreement with Mr. Dulaney.
Item 7.01. | Regulation FD Disclosure. |
On January 26, 2016, the Company issued a press release announcing Mr. Dulaney’s appointment to the Board of Directors and the pending retirement of Dr. Ake Almgren. A copy of the Company’s press released is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may 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 of Active Power, Inc. dated January 26, 2016. |
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.
ACTIVE POWER, INC. | |
Date: January 26, 2016 | By: /s/ James A. Powers |
James A. Powers | |
Chief Financial Officer and Vice President of Finance | |
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release of Active Power, Inc. dated January 26, 2016. |
Active Power Announces Retirement of
Board Chairman Dr. Ake Almgren
Company Appoints Daryl Dulaney to Board
AUSTIN, Texas (Jan. 26, 2016) – Active Power (NASDAQ: ACPW), a manufacturer of uninterruptible power supply (UPS) systems and modular infrastructure solutions (MIS), today announced its board chairman Dr. Ake Almgren has informed the company that he will retire from the board after the company’s annual shareholder meeting in 2016. The board is pleased to announce the appointment of Daryl Dulaney to the company’s board effective January 20, 2016. The board also unanimously voted to elect Dulaney to succeed Dr. Almgren as board chairman after the 2016 annual shareholder meeting.
“I am proud to have served on Active Power's board for nearly 12 years and as chairman for more than three of those years,” said Dr. Almgren. “I believe the fundamental changes we have made to the business and steady financial and operational gains we have achieved place the business in a position for long-term, sustainable growth. I’m confident in the management team, our technology and products. I am excited about the addition of Daryl to the board. He has a proven record of growing organizations, and brings a great amount of relevant industry experience from his leadership positions at Siemens.”
“On behalf of the leadership team and our board, I want to express our gratitude for Ake’s leadership and vision over some of the company’s more challenging years,” said Mark A. Ascolese, president and CEO, at Active Power. “Ake has been instrumental in helping realize the vision of Active Power, and we will be forever grateful for his long-sighted leadership. Moving ahead, I’m also excited to have Daryl join our board. He's an exceptional leader, passionate about our mission and knows how to build a successful business.”
“Active Power has an extraordinary opportunity to transform how the world views critical power infrastructure for mission critical environments,” said Dulaney. “I’m honored and excited to be part of the company’s board and to help grow a business with unique, proven technology that is trusted by some of the most recognizable brands in the world.”
Daryl Dulaney Bio
Daryl Dulaney is a corporate leader with more than 30 years of experience. Before retiring in the fall of 2014, he served as CEO of Siemens Infrastructure and Cities Sector for North America, a provider of sustainable technologies for metropolitan areas and their infrastructures. During that time, he also served as CEO of Siemens Industry, Inc., a position he held since October 2009. His career at Siemens Industry, Inc., spanned more than 18 years in various executive leadership positions. Prior to his time at Siemens, Dulaney served in various management positions for suppliers of building automation and process control products. Dulaney received a master’s degree in Business Administration from the Kellogg School of Management at Northwestern University and a bachelor’s degree in Architecture from Ohio State University.
About Active Power
Active Power (NASDAQ: ACPW) designs and manufactures flywheel uninterruptible power supply (UPS) systems, modular infrastructure solutions (MIS), and energy storage products for mission critical and renewable applications worldwide. The company’s products deliver an unmatched combination of reliability, sustainability and total cost of ownership for leading organizations around the world. Customers are served via Austin and three regional operations centers located in the United Kingdom, Germany and China, that support the deployment of systems in more than 50 countries. For more information, visit www.activepower.com.
Active Power, and Driven by Motion are registered trademarks of Active Power, Inc. The Active Power logo is a trademark of Active Power, Inc.
Press Contact: Investor Contact:
Lee Higgins Jordan Darrow
Senior Manager, PR and IR Darrow Associates, Inc.
(512) 744-9488 (631) 367-1866
lhiggins@activepower.com jdarrow@darrowir.com
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