DESC » Topics » ITEM 4. Submission of Matters to a Vote of Security Holders

This excerpt taken from the DESC 10-Q filed Aug 9, 2006.

ITEM 4. Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of Stockholders (“Annual Meeting”) held on June 6, 2006, the Company’s stockholders approved the following:

(1) To elect each of the following directors as Class III Director for a three-year term to extend until the Company’s 2009 annual meeting of stockholders and until his successor is duly elected and qualified:

 

Nominee

   For    Withheld    Against/Abstain    Broker Non Votes

Walter W. Schroeder

   31,669,425    419,368    —      —  

Robert W. Shaw, Jr.

   31,669,425    419,368    —      —  

(2) To ratify the selection of PricewaterhouseCoopers LLP as the Company’s registered public accountant for the current fiscal year

   31,823,575    —      40,275    —  

 

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This excerpt taken from the DESC 10-Q filed Aug 5, 2005.

ITEM 4.    Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of Stockholders (“Annual Meeting”) held on June 9, 2005, the Company’s stockholders approved the following:

 

(1) To elect the following directors as Class II Directors for a three-year term to extend until the Company’s 2008 annual meeting of stockholders and until his successor is duly elected and qualified:

 

Nominee


   For

   Withheld

   Against/Abstain

   Broker
Non
Votes


James H. Ozanne

   28,667,385    4,660,253    —      —  

Theodore Stern

   28,659,486    4,668,152    —      —  
(2) To approve the continuance of the 2003 Stock Incentive Plan and increase the number of shares of common stock authorized for issuance under the Plan from 7,700,000 to 8,600,000 shares.    9,104,947    —      6,844,874    —  
(3) To approve an increase in the number of shares of common stock authorized for issuance under the 2003 Employee Stock Purchase Plan from 250,000 shares to 550,000 shares.    14,191,838    —      1,757,983    —  
(4) To ratify the selection of PricewaterhouseCoopers LLP as the Company’s registered public accountant for the current fiscal year    32,311,220    —      1,016,418    —  

 

This excerpt taken from the DESC 10-K filed Mar 16, 2005.

ITEM 4. Submission of Matters to a Vote of Security Holders

 

Not Applicable

 

Executive Officers and Directors

 

Distributed Energy Systems Corp.’s executive officers and directors, and their ages as of December 31, 2004, are as follows:

 

Name


   Age

    

Title


Walter W. Schroeder

   56      President of Distributed Energy and director

Clint Coleman

   56      President of Northern

Darren R. Jamison

   38      Chief Operating Officer of Northern

Mark E. Murray

   53      President of Proton

Robert J. Friedland

   39      Senior vice president

John A. Glidden

   41      Vice president finance

Robert W. Shaw, Jr.

   63      Chairman of the board of directors

Gerald B. Ostroski

   63      Director

Philip R. Sharp

   62      Director

James H. Ozanne

   61      Director

Paul F. Koeppe

   55      Director

Theodore Stern

   75      Director

 

Walter W. Schroeder, one of Proton’s founders, has served as Proton’s chief executive officer, and as a director, since Proton’s founding in August 1996. From 1991 to August 1996, Mr. Schroeder served as an officer of AES Corp., an independent power company. From 1986 to 1991, Mr. Schroeder was a vice president in the investment banking division of Goldman Sachs & Co. Mr. Schroeder holds BS and MS degrees from Massachusetts Institute of Technology.

 

Clint Coleman joined Northern in 1980 as Northern’s Chief Engineer and was named president of Northern in 1994. Mr. Coleman became a director of Northern in 1997. Mr. Coleman holds an MS in Mechanical Engineering from the University of Nevada, Reno and a BS in Wood Science and Technology from Colorado State University.

 

Darren R. Jamison joined Northern in February 2004 as the executive vice president of operations and was named chief operating officer in December 2004. Prior to joining Northern, Mr. Jamison was employed by Stewart & Stevenson, an industrial distribution and manufacturing company. Mr. Jamison held a variety of positions during his 12-year career at that company, last serving as the vice president and general manager of the distributed energy solutions division. In this position, he led the development of a bundled distributed energy solutions business. Mr. Jamison holds a B.A. from Seattle University.

 

Mark E. Murray joined Proton as president in 2004. Mr. Murray served as vice president, PCA, Stanadyne Corporation from 2001 to 2004. From 1999 to 2000 he was the principal of Industrial Market Strategies. From 1978 until 1998 he was employed by FAG Bearings OHA, a German-based rolling element bearing company, in a variety of positions, last serving as executive vice president, sales and marketing, Western Hemisphere. Mr. Murray holds a BS Mechanical Engineer from the University of Minnesota and a MBA from the University of Pittsburgh.

 

Robert J. Friedland, one of Proton’s founders, has served as senior vice president, hydrogen technology since November 2003. From February 2003 to November 2003 Mr. Friedland was our senior vice president of strategic sourcing. From September 2001 to February 2003 Mr. Friedland was our senior vice president of products and manufacturing. From our founding in August 1996 through September 2001,

 

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Mr. Friedland served as our vice president of operations. From 1995 to August 1996, Mr. Friedland served as a program operations manager for United Technologies Corporation, a diversified aerospace and building systems company. Mr. Friedland holds a BS in mechanical engineering from Syracuse University and an MBA from Rennselaer Polytechnic Institute.

 

John A. Glidden has served as Proton’s vice president finance since November 1997. From July 1996 to November 1997, Mr. Glidden served as a financial manager for United Technologies. From 1987 to July 1996, Mr. Glidden served as a senior financial planning analyst for United Technologies. Mr. Glidden holds a BS in business administration from Central Connecticut State University and an MS in international management from Rensselaer Polytechnic Institute.

 

Robert W. Shaw, Jr. served as Proton’s chairman of the board of directors since Proton’s founding in August 1996 and continues to serve as chairman of Distributed Energy Systems Corp. after the merger with Northern. Dr. Shaw has served as president of Arete Corporation, a private investment firm, since March 1997. From 1983 to 1997, Dr. Shaw served as president of Arete Ventures, Inc., a private investment firm he founded to invest in the fields of modular/dispersed power generation, renewable power generation and specialty materials. Prior to that time, Dr. Shaw was a senior vice president and director of Booz Allen & Hamilton, a consulting firm, where he founded the firm’s energy division. Dr. Shaw holds BEP and MS degrees from Cornell University, an MPA from American University and a PhD in applied physics from Stanford University. In addition, he serves as a director of Evergreen Solar, Inc., a public company which makes photovoltaic products, and of CellTech Power, Inc. and H2Gen Innovations, Inc., each a private power technology company.

 

Gerald B. Ostroski has served as a director since February 1999. Mr. Ostroski has served as vice president of Minnesota Power, Inc. since January 1982 until his retirement from that firm as Vice President, Emerging Technology Investments in July of 2002. During his tenure at Minnesota Power, Mr. Ostroski also served as president of Minnesota Power’s Synertec subsidiary and served as a director or officer of several other Minnesota Power subsidiaries. He also served on the Board of Directors of the Minnesota High Technology Association, and serves on and chaired the University of Minnesota’s Natural Resources Research Institute Industry Advisory Board. Prior to his retirement, Mr. Ostroski was a registered professional engineer, licensed in Minnesota and North Dakota. Mr. Ostroski holds a BSEE from the University of Wisconsin.

 

Philip R. Sharp has served as a director since March 1999. Dr. Sharp has served as a lecturer at the John F. Kennedy School of Government of Harvard University since February 1995. From July 1995 to February 1998, Dr. Sharp also served as director of Harvard University’s Institute of Politics, and is currently a member of the Institute’s senior advisory board. From 1975 to 1995, Dr. Sharp served as a member of the U.S. House of Representatives, representing the second district of Indiana. He was a member of the House Energy and Commerce Committee and the Interior Committee. Dr. Sharp also chaired the Subcommittee on Fossil and Synthetic Fuels and the Energy and Power Subcommittee. Dr. Sharp holds a BSFS in foreign service and a PhD in government from Georgetown University. He serves as a director of Cinergy Corp. and the Electric Power Research Institute.

 

James H. Ozanne has served as a director since September 2002. Mr. Ozanne is chairman of Greenrange Partners, a venture capital investment company. He was previously chairman of Nations Financial Holdings Corporation, president and chief executive officer of US West Capital Corporation and executive vice president of General Electric Capital Corporation. He became a director of FSA Holdings in January 1990 and was vice chairman from May 1998 to July 2000. Mr. Ozanne also serves as non-executive chairman Select Portfolio Serving, Inc.

 

Paul F. Koeppe joined Northern as a director in 1998. Prior to his retirement in 2001, Mr. Koeppe served as Executive Vice President of American Superconductor, an electricity solutions company. Mr. Koeppe

 

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joined American Superconductor in 1997, in connection with the acquisition of Superconductivity, Inc., a manufacturer of superconducting magnetic energy storage systems which Mr. Koeppe founded and served as President. From 1993 to 1995, Mr. Koeppe was Acting CEO and Chairman of the Executive Committee of the board of directors of Best Power, Inc., a supplier of uninterruptible power supply packages. Mr. Koeppe holds an Associate of Science Degree in Electrical Power Technology and an Associate of Arts Degree in Materials Management, both earned at Lakeshore Technical College, and a Bachelor of Arts Degree in Business and Economics earned at Lakeland College.

 

Theodore Stern joined Northern as a director in 1998. Mr. Stern is the Chairman of the Board of Directors of UCN Inc., a telecommunications provider. Mr. Stern was Chief Executive Officer of UCN Inc. until January 1, 2005. Mr. Stern was Senior Executive Vice President and a member of the board of directors of Westinghouse Electric Corp., where he was responsible for the electrical utility and environmental system businesses. Mr. Stern holds a B.S. in Mechanical Engineering from Pratt Institute and an M.S. in Mathematics from New York University. Between 1998 and 2000, Mr. Stern was a management consultant operating as a sole proprietor of Strategy Advisors Group.

 

Part II

 

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