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 10, 2019 (June 6, 2019)
tecogenlogorgba28.jpg
TECOGEN INC. (NASDAQ: TGEN)
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-36103
 
04-3536131
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
45 First Avenue
 
 
Waltham, Massachusetts
 
02451
(Address of Principal Executive Offices)
 
(Zip Code)

(781) 622-1120
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






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

The following proposals were submitted to stockholders of Tecogen Inc. (the "Company") at its 2019 Annual Meeting of Stockholders (the "Annual Meeting") held on June 6, 2019:

1.    To elect seven directors to the Board of Directors of the Company to hold office for one year until the 2020 annual meeting or until their successors are duly elected and qualified.

2.    To ratify the appointment of Wolf & Company, P.C. as the Company's independent registered public accounting firm.

3.    Advisory vote to approve the compensation of the named executive officers of the Company.

4.    Advisory vote regarding the frequency of stockholder votes to approve the compensation of the named executive officers of the Company.

The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
 
1.    Election of Directors
 
For

Withheld

Broker Non-Votes

Angelina Galiteva
11,462,210

1,083,961

4,677,513

John N. Hatsopoulos
11,810,732

73,439

4,677,513

Benjamin Locke
12,497,546

48,625

4,677,513

Ahmed F. Ghoniem
10,612,270

1,993,901

4,677,513

Deanna Petersen
11,503,582

1,042,589

4,677,513

Earl Ray Lewis
12,477,436

68,735

4,677,513

Laurence G. Roosevelt
12,506,981

39,190

4,677,513

            
All of the nominees received at least a plurality of the votes cast by stockholders entitled to vote thereon and, therefore Ms. Angelina Galiteva, Mr. John Hatsopoulos, Mr. Benjamin Locke, Mr. Ahmed F. Ghoniem, Ms. Deanna Petersen, Mr. Earl Ray Lewis, and Ms. Laurence G. Roosevelt were elected to serve as directors of the Company for terms of one year, until their resignation, or their successors are duly elected and qualified.

2.    Ratification of the appointment of Wolf & Company, P.C. to serve as independent registered public accountants for the fiscal year ending December 31, 2019.
    
 
For

Against

Abstain

 
17,096,287

88,094

39,303

    
3.    Advisory vote approving compensation of named executive officers of the Company.

    
 
For
Against
Abstain
 
12,380,991
133,982
31,198

4.    Advisory vote regarding frequency of stockholder votes to approve the compensation of named executive officers of the Company.

        
Every Three Years
Every Two Years
Every Year
Abstain
9,104,804
43,847
3,372,071
2,813
                                
    






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
TECOGEN INC.
 
 
 
 
By: /s/ Bonnie Brown
June 10, 2019
 
Bonnie Brown, Principal Financial & Accounting Officer