Form 8-K ATLANTIC POWER CORP For: Jun 21

 

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): June 21, 2016

 

 

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(617) 977-2400

(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:

 

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 3.03              Material Modification to Rights of Security Holders.

 

As previously disclosed, on February 28, 2013, pursuant to a shareholder rights plan agreement dated effective as of February 28, 2013 (the “Rights Agreement”) between Atlantic Power Corporation (the “Company”) and Computershare Investor Services Inc., as Rights Agent, the board of directors of the Company (the “Board”) authorized the issuance of one common share purchase right (individually, a “Right”) for each outstanding common share of the Company (the “Common Shares”)  to shareholders of record at the close of business on March 11, 2013 (the “Record Time”).  One Right will also be issued in respect of each Common Share issued thereafter, subject to the limitations set forth in the Rights Agreement.

 

At the Annual General and Special Meeting (as defined below), shareholders of the Company approved a proposal to reconfirm the Company’s existing Rights Agreement.  As a result, the Company’s existing Rights Agreement will continue in effect until it is required to be reconfirmed by the Company’s shareholders at the Company’s 2019 meeting of shareholders.  No other changes have otherwise been made to the Company’s existing Rights Agreement.

 

The information set forth under “Item 5.07. Submission of Matters to a Vote of Security Holders” of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

A copy of the Rights Agreement is included as Exhibit 4.1 hereto and is incorporated by reference herein. A copy of the Rights Agreement is available free of charge from the Company.  This summary description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement.

 

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

 

The Company held its Annual General and Special Meeting on June 21, 2016 (the “Annual General and Special Meeting”).  At the Annual General and Special Meeting, the shareholders of the Company voted on the following matters, casting their votes as described below:

 

·            To elect to the Board each of the nominees listed below:

 

Nominee		Votes For		Votes Against		Votes Withheld / Abstentions		Broker Non-Votes
Irving R. Gerstein		38,889,433		n/a		1,986,275		30,064,015
R. Foster Duncan		39,195,405		n/a		1,680,304		30,064,014
Kevin T. Howell		39,729,262		n/a		1,146,446		30,064,015
Holli C. Ladhani		39,295,574		n/a		1,580,135		30,064,014
Gilbert S. Palter		39,371,017		n/a		1,504,691		30,064,015
Teresa M. Ressel		39,131,973		n/a		1,743,736		30,064,014
James J. Moore, Jr.		39,580,572		n/a		1,295,136		30,064,015

 

·           To appoint KPMG LLP as auditors of the Company and to authorize the Board to fix the auditors’ remuneration:

 

Votes For		Votes Against		Votes Withheld / Abstentions		Broker Non-Votes
68,783,145		n/a		2,156,578		0

 

·            Non-binding, advisory vote on the approval of named executive officer compensation:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
31,289,472		8,886,223		700,014		30,064,014

 

·           To approve, ratify and confirm the Shareholder Rights Plan (the “Rights Agreement”) adopted by the Board of Directors of the Corporation effective February 28, 2013 between the Corporation and Computershare Investors Services Inc. as rights agent:

 

Votes For		Votes Against		Votes Withheld / Abstentions		Broker Non-Votes
32,746,224		7,580,722		548,760		30,064,017

 

In addition, on June 21, 2016, the Company issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual General and Special Meeting were elected as directors of the Company and providing detailed results of the votes cast with respect to such election.  The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

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Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
4.1		Shareholder Rights Plan Agreement, dated effective as of February 28, 2013, between Atlantic Power Corporation and Computershare Investor Services Inc., as Rights Agent, which includes the Form of Right Certificate as Exhibit A (incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013).
99.1		Press Release of the Company, dated June 21, 2016.

 

3

 

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.

 

	Atlantic Power Corporation
Dated: June 21, 2016	By:	/s/ Terrence Ronan
		Name:	Terrence Ronan
		Title:	Chief Financial Officer

 

4

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Shareholder Rights Plan Agreement, dated effective as of February 28, 2013, between Atlantic Power Corporation and Computershare Investor Services Inc., as Rights Agent, which includes the Form of Right Certificate as Exhibit A (incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013).
99.1		Press Release of the Company, dated June 21, 2016.

 

5

Exhibit 99.1

 

 

Atlantic Power Corporation Announces Election of Directors

 

DEDHAM, MASSACHUSETTS — June 21, 2016 /PR Newswire/ — Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (“Atlantic Power” or the “Company”) announced that the nominees listed in the management information circular and proxy statement for the 2016 annual and special meeting of shareholders were elected as directors of the Company.  Detailed results of the votes by proxy for the election of directors held at the annual and special meeting of shareholders today in Toronto, Ontario are set out below.

 

Nominee		Votes For		% For		Votes Withheld / Abstain		% Withheld / Abstain
Irving R. Gerstein		38,889,433		95.14%		1,986,275		4.86%
R. Foster Duncan		39,195,405		95.89%		1,680,304		4.11%
Kevin T. Howell		39,729,262		97.20%		1,146,446		2.80%
Holli C. Ladhani		39,295,574		96.13%		1,580,135		3.87%
Gilbert S. Palter		39,371,017		96.32%		1,504,691		3.68%
Teresa M. Ressel		39,131,973		95.73%		1,743,736		4.27%
James J. Moore, Jr.		39,580,572		96.83%		1,295,136		3.17%

 

About Atlantic Power

 

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada.  The Company’s power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices.  Atlantic Power’s power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,138 megawatts (“MW”) in which its aggregate ownership interest is approximately 1,500 MW.  The Company’s current portfolio consists of interests in twenty-three operational power generation projects across nine states in the United States and two provinces in Canada.

 

Atlantic Power’s common shares trade on the New York Stock Exchange under the symbol AT and on the Toronto Stock Exchange under the symbol ATP.  For more information, please visit the Company’s website at www.atlanticpower.com or contact:

 

Atlantic Power Corporation

Investor Relations

(617) 977-2700

[email protected]

 

Copies of the Company’s financial data and other publicly filed documents are filed on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml under “Atlantic Power Corporation” or on the Company’s website.

 

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