Form 8-K UQM TECHNOLOGIES INC For: Nov 22

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): November 22, 2016

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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company held its annual meeting of shareholders on November 22, 2016. At the annual meeting, the shareholders of the Company:

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, holders of a total of 43,605,762 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 1. The shareholders approved the Transaction, which results in a “change of control” of the Company:

Proposal 4.  The shareholders elected each of the five nominees to the Board of Directors for a one-year term. The voting results were as follows:

Proposal 5.  The shareholders approved on an advisory basis the compensation of the Company’s named executive officers:

Proposal 6.  The shareholders approved the amendment to the Company’s 2012 equity incentive plan to increase the number of shares available for grant by 2,500,000 shares:

Proposal 7. The shareholders approved the amendment to the Company’s stock bonus plan to increase the number of shares available for grant by 300,000 shares:

Proposal 8. The shareholders approved the ratification of the appointment of Hein & Associates LLP to act as our independent auditors for the fiscal year ending December 31, 2016:

Proposal 9. The shareholders approved the adjournment of the final portion of the annual meeting to reconvene on December 9, 2016 at 10:00 a.m. at the Company’s headquarters, 4120 Specialty Place, Longmont, Colorado 80504:

When the meeting is reconvened, the shareholders will vote to approve (a) the Amended and Restated Articles of Incorporation of the Company that, among other things, would increase the number of authorized shares of common stock by 100,000,000 to 175,000,000, which is necessary to effect the Transaction, and (b) a further amendment to the Amended and Restated Articles of Incorporation to decrease the shareholder vote needed to approve future amendments to the articles of incorporation and certain corporate transactions from two-thirds of the outstanding shares to a majority of the outstanding shares.

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

99.1Press Release dated November 22, 2016

Exhibit 99.1

For Immediate Release

UQM Technologies Reports Shareholder Meeting Actions

LONGMONT, COLORADO, NOVEMBER 22, 2016 - UQM TECHNOLOGIES, INC. (NYSE MKT: UQM), UQM Technologies, Inc. (UQM) announced that at its 2016 Annual Meeting of Shareholders, held earlier today, its shareholders voted to approve the re-election of UQM’s Board of Directors, UQM’s executive compensation on an advisory basis, amendments to increase the number of shares available under UQM’s 2012 Equity Incentive Plan and UQM’s Stock Bonus Plan and the ratification of UQM’s independent registered public accountants. UQM’s shareholders also approved the issuance and sale of 66.5 million newly issued shares of UQM common stock to American Compass, Inc., a wholly-owned subsidiary of Hybrid Kinetic Group Limited ("Hybrid Kinetic"), which sale would result in Hybrid Kinetic indirectly owning a majority of UQM’s outstanding common stock.

The meeting was adjourned with respect to two separate proposals to amend UQM’s Articles of Incorporation: one proposal which, among other things, would increase the number of shares of outstanding stock to permit sufficient shares to be issued to Hybrid Kinetic’s subsidiary and the other proposal which would reduce the voting requirements for future amendments to the Articles of Incorporation and other corporate actions from the current two-thirds threshold to a majority threshold.

The meeting will reconvene on December 9, 2016, allowing shareholders additional time to vote on the two proposals to amend the articles of incorporation.

During the pendency of the adjourned meeting, shareholders holding shares as of the record date of October 4, 2016, who have not yet voted are encouraged to vote.

The adjourned meeting will be held on December 9, 2016 at 10:00 a.m., at the Company’s offices, 4120 Specialty Place, Longmont, Colorado.

About UQM

UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, military and industrial markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is TS 16949 and ISO 14001 certified and located in Longmont, Colorado. For more information, please visit www.uqm.com.

Source: UQM Technologies, Inc.