UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
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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 5.08Shareholder Director Nominations
On June 13, 2025, the board of directors of Capstone Green Energy Holdings, Inc. (the “Company”) determined that the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”) will be held on August 12, 2025. Additional details regarding the Annual Meeting, including the time and location, will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Because the Company held its last annual meeting on February 12, 2025, the Company is providing the deadline regarding the submission of stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order for a stockholder proposal submitted pursuant to Rule 14a-8 to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the Annual Meeting, such proposal must be received by the Company at its principal executive offices located at Capstone Green Energy Holdings, Inc., 16640 Stagg Street, Van Nuys, CA 91406, Attention: Secretary by the close of business on June 23, 2025, which the Company has determined is a reasonable time before the Company expects to begin to print and distribute its proxy materials for the Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be included in the Company’s proxy materials for the Annual Meeting must also comply with all applicable rules and regulations promulgated by the SEC.
Because the date of the Annual Meeting has changed by more than 30 days from the anniversary of the Company’s last annual meeting of stockholders, in order to be timely under the advance notice provisions of the Company’s bylaws, any notice submitted by a stockholder who wishes to present a proposal or nomination for director (other than through Rule 14a-8) must be received by the Company at its principal executive offices located at Capstone Green Energy Holdings, Inc., 16640 Stagg Street, Van Nuys, CA 91406, Attention: Secretary by the close of business on June 23, 2025. In addition to complying with this deadline, stockholder proposals or nominations intended to be brought before the Annual Meeting must also comply with all applicable rules and regulations promulgated by the SEC, the Company’s bylaws and applicable law.
To comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by June 23, 2025, which is the 10th calendar day following the date of this Current Report on Form 8-K announcing the date of the Annual Meeting.
SIGNATURE
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.
CAPSTONE GREEN ENERGY HOLDINGS, INC. | ||
Date: June 16, 2025 | By: | /s/ John J. Juric |
Name: John J. Juric | ||
Chief Financial Officer | ||