ClearSign Technologies (NASDAQ:CLIR) held a virtual special meeting of stockholders where investors voted on two proposals: an amendment to the company’s certificate of incorporation to allow for a potential reverse stock split, and authorization to adjourn the meeting if additional proxy solicitation were needed.
Chief Executive Officer Dr. Jim Deller chaired the meeting and noted that most stockholders had already voted by proxy prior to the webcast. The company also provided a mechanism for stockholders to cast or change votes through the online portal before the polls closed.
Quorum confirmed and meeting formalities
Deller said the company appointed Leah Grant, a representative of Broadridge Financial Solutions, to serve as the meeting inspector. Hinds then reported that a quorum was present “virtually and by proxy,” allowing the meeting to proceed.
Reverse stock split proposal tied to Nasdaq compliance
The first proposal asked stockholders to approve an amendment to the certificate of incorporation to permit a reverse stock split of the company’s outstanding common stock at a ratio ranging from 1-for-2 to 1-for-10. Deller said the final ratio would be determined at the discretion of the board of directors, without further stockholder authorization, and could be implemented at any time prior to the one-year anniversary of stockholder approval.
Deller stated the purpose of the reverse stock split proposal was to comply with Nasdaq listing rules, specifically referencing Nasdaq Listing Rule 5550(a)(2). He also noted the proposal would give the board discretion to abandon the reverse stock split, even if stockholders approved the amendment. The board recommended a vote in favor of the proposal.
Adjournment proposal as a backstop
The second proposal sought approval to adjourn the special meeting, if necessary or advisable, to solicit additional proxies in favor of the reverse stock split proposal or if the company did not have a quorum. The board recommended approval of this proposal as well.
The company also outlined meeting procedures for stockholder questions, including limiting questions to one per shareholder and restricting responses to matters related to the proposals. During the meeting, the company reported that no stockholder questions were submitted regarding the proposals.
Voting results
After the polls closed, the inspector delivered preliminary vote results showing both proposals passed with substantial support:
- Proposal 1 (reverse stock split authorization): more than 74% of shares voted in favor.
- Proposal 2 (adjournment authorization): more than 77% of shares voted in favor.
Deller directed that the inspector’s report be annexed to the meeting minutes. With no further business, the special meeting was adjourned.
About ClearSign Technologies (NASDAQ:CLIR)
ClearSign Technologies Corporation is a clean energy technology company specializing in advanced combustion solutions that significantly reduce emissions of nitrogen oxides (NOx), carbon monoxide (CO), and greenhouse gases from industrial and power generation sources. Established in 2010 and based in Santa Rosa, California, ClearSign has developed proprietary burner and sensing platforms designed to enhance fuel efficiency and environmental performance for gas turbines, furnaces, boilers, and incineration units.
The company’s core offerings center around two technology platforms: the XCL™ ultra-low NOx combustion system and the SGM™ (Syngas & Gas Measurement) sensor suite.
