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 earliest event reported): June 3, 2010

 

 

LIME ENERGY CO.

(Exact name of registrant as specified in its charter)

 

 

1280 Landmeier Road, Elk Grove Village, Illinois 60007-2410

(Address of principal executive offices)

 

(847) 437-1666

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 5.07             Submission of Matters to a Vote of Security Holders

 

The annual meeting of stockholders of Lime Energy Co. (the “Company”) was held on June 3, 2010. At the annual meeting, the stockholders of the Company voted for the election of nine directors and three proposals.  A summary of the proposals and the voting results are as follows::

 

1.               To elect the nine directors named in the Company’s proxy statement for a one-year term ending at our 2011 annual meeting of stockholders or until their respective successors are duly elected and qualified:

 

		For		Withhold		Broker Non- Votes
David R. Asplund		12,235,386		52,400		6,641,351
Gregory T. Barnum		12,223,046		64,740		6,641,351
Christopher W. Capps		12,227,348		60,438		6,641,351
William R. Carey, Jr.		11,609,850		677,936		6,641,351
Joseph F. Desmond		12,227,008		60,778		6,641,351
Stephen Glick		12,227,290		60,496		6,641,351
Richard P. Kiphart		12,208,007		79,779		6,641,351
Daniel W. Parke		12,227,521		60,265		6,641,351
David W. Valentine		12,220,706		67,080		6,641,351

 

2.               To approve an amendment to the Company’s 2008 Long-Term Incentive Plan to increase the maximum number of shares of common stock currently available for awards under the plan from 1,130,000 to 2,850,000 :

 

For		11,399,561
Against		845,985
Abstain		42,240
Broker Non-Vote		6,641,351

 

3.               To adopt the 2010 Non-Employee Directors’ Stock Plan:

 

For		11,478,854
Against		791,421
Abstain		17,511
Broker Non-Vote		6,641,351

 

4.               To ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year 2010:

 

For		18,899,070
Against		22,019
Abstain		8,048
Broker Non-Vote		0

 

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ITEM 8.01     Other Events

 

On June 3, 2010, the Company’s stockholder approved the adoption of the 2010 Non-Employee Directors’ Stock Plan (the “Directors’ Plan”), which will replace the existing non-employee stock option plan.  The Director Plan authorizes the issuance of stock awards for up to 250,000 shares of Common Stock.  Shares issuable under the Director Plan as stock awards may be authorized and unissued or shares previously issued that we have reacquired. Any shares subject to grants under the Director Plan which expire or are terminated, forfeited, or canceled without having been exercised or vested in full, shall be available for new grants.

 

Stock awards may be granted under the Director Plan to the non-employee directors of the Company. There are currently seven non-employee directors.

 

Generally, shares of stock granted under the Directors’ Plan will vest equally over a one-year period, with one-half of the shares vesting immediately upon the grant date and one-half of the shares vesting on the first anniversary of the grant date or earlier if the Non-Employee Director ceases to be a director for because of death, disability or retirement.  If the Non-Employee Director is otherwise ceases to be a director, he or she shall forfeit all unvested awards upon ceasing to be a director.

 

It is the current intention of the Company’s board of directors, as determined by the Compensation Committee, to grant non-employee directors a number of shares of restricted stock with the following fair market value on the date of grant:

 

For Board Service:

 

Each director upon initial election:		$	40,000
Annual grant to each director:		$	20,000

 

Annual Grants for Committee Service:

 

Audit Committee:
Chairman		$	15,000
Members		$	10,000
Compensation Committee:
Chairman		$	10,000
Members		$	5,000
Nominating Committee:
Chairman		$	5,000
Members		$	2,500

 

The initial annual grants for committee service were made on June 3, 2010 to committee members.

 

The description of the 2010 Non-Employee Directors Stock Plan is not intended to be complete and is qualified in its entirety by the complete text of the document attached to this filing as exhibit 99.1, which is incorporated herein by reference.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)         Exhibits

 

99.1         2010 Non-Employee Directors Stock Plan

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	LIME ENERGY CO.
Dated: June 7, 2010	By:	/s/ Jeffrey Mistarz
		Jeffrey Mistarz
		Executive Vice President,
		Chief Financial Officer & Treasurer

 

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