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California
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001-32534
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94-3210624
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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IRS Employer
Identification Number
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501 Fourth Street
Santa Rosa, CA
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95401
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1
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Registrant's Business and Operations
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Section 5
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Corporate Governance and Management
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Proposal 1:
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To elect seven members of ZAP’s Board of Directors:
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Nominee |
For
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Withheld
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Broker Non-Votes
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||||
Priscilla Marilyn Lu
|
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118,443,885
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321,704
|
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67,816,716
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||
Alex Wang
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118,375,825
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389,764
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67,816,716
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Steven Schneider
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118,258,896
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506,693
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67,816,716
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Georges Penalver
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118,397,322
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368,267
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|
67,816,716
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Goman Chong
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118,026,417
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739,172
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67,816,716
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Patrick Sevian
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118,091,534
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674,055
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67,816,716
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Mark Abdou
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118,243,556
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522,033
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67,816,716
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Proposal 2:
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To ratify the appointment of Friedman LLP as ZAP’s independent registered public accounting firm for the fiscal year ending December 31, 2011:
|
For
|
Against
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Abstained
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Broker Non-Votes
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|||
185,423,954
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510,826
|
657,525
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0
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Proposal 3:
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To authorize the amendment of ZAP’s Articles of Incorporation to effect a reverse stock split within a range of between four to one and eight to one shares, with the ultimate ratio to be selected by our Board of Directors:
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For
|
Against
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Abstained
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Broker Non-Votes
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|||
178,531,735
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7,614,815
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435,755
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0
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Proposal 4:
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To authorize the amendment of ZAP’s Articles of Incorporation to increase the authorized shares of Common Stock from 400,000,000 to 800,000,000 shares:
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For
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Against
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Abstained
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Broker Non-Votes
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|||
178,606,208
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7,544,097
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432,000
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0
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Proposal 5:
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To approve the amended and restated 2008 Equity Compensation Plan which, among other things, increases the shares of Common Stock available for issuance pursuant to such Plan to a total of 40,000,000 shares of Common Stock:
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For
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Against
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Abstained
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Broker Non-Votes
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|||
117,155,262
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1,432,258
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178,069
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67,816,716
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Section 9
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Financial Statements and Exhibits
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3.1
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Amendment to ZAP’s Amended and Restated Articles of Incorporation, filed June 23, 2011.
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10.1
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Amended and Restated Settlement Agreement and Release entered into between ZAP and Steven Schneider, and Peter Scholl, dated as of June 20, 2011.
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ZAP
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Dated: June 23, 2011
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By:
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/s/ Steven M. Schneider | |
Steven M. Schneider | |||
Co-Chief Executive Officer and Secretary
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