Form 8-K UQM TECHNOLOGIES INC For: Jan 10

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 10, 2017

UQM Technologies, Inc.
(Exact name of registrant as specified in its charter)

4120 Specialty Place
Longmont, Colorado 80504
(Address of principal executive offices, including zip code)

(303) 682-4900
(Registrant’s telephone number, including area code)

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

On January 10, 2017, UQM Technologies, Inc. (the “Company”) filed its Amended and Restated Articles of Incorporation pursuant to the approval of the Company’s shareholders as described in Item 5.07 below.  Among other changes to the Company’s existing articles of incorporation, the Amended and Restated Articles of Incorporation increase the number of the Company’s authorized shares of common stock by 100,000,000 to 175,000,000.  The Amended and Restated Articles of Incorporation also provide that the Company may use written shareholder consent in lieu of meetings, subject to the provisions of the Colorado Business Corporation Act and the Company’s bylaws.  At this time, the Company has no intention to use written shareholder consents in lieu of meetings.  The Amended and Restated Articles of Incorporation of the Company are included as Exhibit 3.1

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

On January 10, 2017, the Company reconvened its annual meeting of shareholders that had been adjourned on December 21, 2016.

The Company had 48,518,666 shares of common stock outstanding as of October 4, 2016, the record date for the annual meeting. At the annual meeting as reconvened, holders of a total of 44,977,315 shares of common stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the annual meeting:

Proposal 2. The shareholders approved the Amended and Restated Articles of Incorporation of the Company:

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K.

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.

EXHIBIT INDEX

Exhibit No.Description of Exhibit

3.1Amended and Restated Articles of Incorporation of the Company

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

UQM TECHNOLOGIES, INC.

ARTICLE I

        The name of the corporation is UQM Technologies, Inc.

ARTICLE II

        The corporation shall have perpetual existence.

ARTICLE III

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the laws of Colorado.

ARTICLE IV

        The authorized capital stock of the corporation is 175,000,000 shares of common stock with a par value of $.01 per share. The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation.

ARTICLE V

        Cumulative voting in the election of directors shall not be permitted.

ARTICLE VI

        The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, provided that the number of directors shall not be reduced to less than three.

ARTICLE VII

        Meetings of shareholders may be held at such time and place as the bylaws shall provide. At all meetings of shareholders, one-third of all shares entitled to vote shall constitute a quorum.

ARTICLE VIII

        Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by shareholders holding a majority of the then outstanding shares entitled to vote with respect to the subject matter thereof, subject to the provisions of the Colorado Business Corporation Act and the corporation's bylaws.

ARTICLE IX

        No shareholder in the corporation shall have the preemptive right to subscribe to any or all additional issues of stock and/or other securities of any or all classes of this corporation or securities convertible into stock or carrying stock purchase warrants, options or privileges.

ARTICLE X

        The corporation shall indemnify and advance expenses to any person who is or was a director of the corporation to the maximum extent now or hereafter permitted by the Colorado Business Corporation Act or any successor law. The corporation shall indemnify and advance expenses to any person who is or was an officer of the corporation to the same extent as if such person were a director. The corporation may, in its discretion, but shall not be obligated to, indemnify any person who is or was an officer, agent or employee of the corporation to a greater extent than a director. No amendment to or repeal of this Article shall adversely affect the rights of any person who is or was a director or officer of the corporation in respect of acts or omissions occurring prior to the effective date of the amendment or repeal

ARTICLE XI

        No director of this corporation shall have any personal liability for monetary damages to the corporation or its shareholders for breach of his fiduciary duty as a director, except that this provision shall not eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of Colorado Revised Statutes Section 7-106-401 or the amended and restated articles of incorporation if it is established that the director did not perform his duties in

compliance with Colorado Revised Statutes Section 7-108-401, provided that the personal liability of a director in this circumstance shall be limited to the amount of the distribution which exceeds what could have been distributed without violation of Colorado Revised Statutes Section 7-106-401 or the restated and amended articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained in these amended and restated articles of incorporation will be construed to deprive any director of his right to all defenses ordinarily available to a director nor will anything in these articles of incorporation be construed to deprive any director of any right he may have for contribution from any other directors or other person.