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Section 1: 8-K (FORM 8-K)

 

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

 

May 22, 2017

(Date of earliest event reported)

 

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands, B.W.I.   0-25248   98-0619652
(State or Other Jurisdiction of   (Commission File No.)   (IRS Employer Identification No.)
Incorporation)        

 

Regatta Office Park

Windward Three, 4th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

 

(345) 945-4277

(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 (see General Instructions A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨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.

 

On May 22, 2017, Consolidated Water Co. Ltd. (the “Company”) held its Annual General Meeting of Shareholders, at which the following items were voted upon:

 

(1)Election of Directors:

 

The following nominees were elected as directors to serve until the 2020 Annual General Meeting of Shareholders by votes as follows:

 

Nominee   For   Withhold
Carson K. Ebanks   6,570,404   1,241,710
Richard L. Finlay   6,565,803   1,246,311
Clarence B. Flowers, Jr.   6,563,938   1,248,176
Frederick W. McTaggart   6,763,342   1,048,772

 

There were 4,884,710 non-votes in the election of directors.

 

(2)Non-Binding Advisory Vote on Executive Compensation:

 

The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Company’s 2017 proxy statement was approved, and the votes were as follows:

 

For   Against   Abstain
6,903,902   780,118   128,094

 

There were 4,884,710 broker non-votes on this proposal.

 

(3)Non-Binding Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation:

 

Shareholders holding a majority of shares voted for the one-year option with respect to the frequency with which the Company should hold an advisory vote on executive compensation, and the votes were as follows:

 

1 Year   2 Years   3 Years   Abstain
6,314,541   87,585   1,277,640   132,348

 

There were 4,884,710 broker non-votes on this proposal.

 

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  (4) Ratification of the Appointment of Independent Registered Public Accounting Firm:

 

The proposal to ratify the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017, at the remuneration to be determined by the Audit Committee of the Board of Directors was approved by votes as follows:

 

For   Against   Abstain
12,518,901   79,835   98,088

 

There were no broker non-votes on this proposal.

 

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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.

 

  CONSOLIDATED WATER CO. LTD.
     
     
  By:  /s/ David W. Sasnett  
  Name:     David W. Sasnett
  Title: Executive Vice President & Chief Financial Officer
       

 

Date: May 26, 2017

 

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