ENERGOUS CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 26, 2020, Energous Corporation (the "Company") held a virtual annual meeting of stockholders (the "Annual Meeting") exclusively online via live webcast.

At the Annual Meeting, the stockholders approved an amendment and restatement of our 2013 Equity Incentive Plan. The description of the material terms and conditions of our 2013 Equity Incentive Plan appears at pages 23-31 of the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2020 (the "Proxy Statement") and is incorporated herein by reference.

At the Annual Meeting, the stockholders approved an amendment and restatement of our Non-employee Compensation Plan. The description of the material terms and conditions of our Non-employee Compensation Plan appears at pages 32-38of the Proxy Statement and is incorporated herein by reference.

At the Annual Meeting, the stockholders approved an amendment and restatement of our Employee Stock Purchase Plan. The description of the material terms and conditions of our Employee Stock Purchase Plan appears at pages 39-41 of the Proxy Statement and is incorporated herein by reference.

At the Annual Meeting, the stockholders approved an amendment and restatement of our Performance Share Unit Plan. The description of the material terms and conditions of our Performance Share Unit Plan appears at pages 42-46 of the Proxy Statement and is incorporated herein by reference. The amendment and restatement of the Performance Share Unit Plan includes amendments previously approved by stockholders, and amendments providing for a variety of different performance metrics to be made available to our Board of Directors (and any duly authorized committee thereof) for performance share units issued under the Performance Share Unit Plan, including the 174,019 and 205,187 performance share units awarded to Brian Sereda and Cesar Johnston, respectively, in March 2020.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described in Item 5.07 below, holders of the Company's common stock voted at the Annual Meeting to approve an amendment to our certificate of incorporation to increase the number of total authorized shares from 60,000,000 to 210,000,000 shares and the number of authorized shares of common stock from 50,000,000 to 200,000,000 shares. On May 26, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Second Amended and Restated Certificate of Incorporation. A copy of the Certificate of Amendment of Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the matters described below were voted on and the numbers of votes cast with respect to each matter were as indicated. Holders of the Company's common stock, $0.00001 par value per share, were entitled to one vote for each share held as of the close of business on March 27, 2020 (the "Record Date"). Present at the Annual Meeting or represented by proxy were holders of 25,962,485 shares of common stock representing a total of 25,962,485 votes, or more than 71.26% of the eligible votes as of the Record Date, constituting a quorum.

(1) Holders of the Company's common stock voted to elect six members of the Board of Directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, as follows:

                                                                 Broker Non-
            Name                     For          Withheld          Votes
            Stephen R. Rizzone     9,152,564       1,360,957       15,448,964
            Robert J. Griffin      9,230,884       1,282,637       15,448,964
            Daniel W. Fairfax      9,421,182       1,092,339       15,448,964
            Michael Noonen         9,788,669         724,852       15,448,964
            Rahul Patel            9,925,869         587,652       15,448,964
            Reynette Au            9,896,950         616,571       15,448,964

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(2) Holders of the Company's common stock voted to ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020, as follows:

                      Shares voted in favor:     24,607,706
                      Shares voted against:         910,166
                      Shares abstaining:            444,613

(3) Holders of the Company's common stock voted to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers, as follows:

                      Shares voted in favor:      7,313,101
                      Shares voted against:       2,397,219
                      Shares abstaining:            803,201
                      Broker non-votes:          15,448,964

(4) Holders of the Company's common stock voted to approve, by a non-binding advisory vote, that future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers should be held every two years, as follows:

               Shares voted in favor of one year:         3,595,325
               Shares voted in favor of two years:        6,390,647
               Shares voted in favor of three years:        233,133
               Shares abstaining:                           294,416
               Broker non-votes:                         15,448,964

(5) Holders of the Company's common stock voted to amend and restate 2013 Equity Incentive Plan, as follows:

                      Shares voted in favor:      7,426,574
                      Shares voted against:       2,806,555
                      Shares abstaining:            280,392
                      Broker non-votes:          15,448,964

(6) Holders of the Company's common stock voted to amend and restate Non-employee Compensation Plan, as follows:

                      Shares voted in favor:      7,618,481
                      Shares voted against:       2,609,247
                      Shares abstaining:            285,793
                      Broker non-votes:          15,448,964

(7) Holders of the Company's common stock voted to amend and restate Employee Stock Purchase Plan, as follows:

                      Shares voted in favor:      8,814,685
                      Shares voted against:       1,559,153
                      Shares abstaining:            139,683
                      Broker non-votes:          15,448,964

(8) Holders of the Company's common stock voted to amend and restate Performance Share Unit Plan, as follows:

                      Shares voted in favor:      7,607,422
                      Shares voted against:       2,745,027
                      Shares abstaining:            161,072
                      Broker non-votes:          15,448,964

(9) Holders of the Company's common stock voted to approve an amendment to our certificate of incorporation to increase the number of total authorized shares from 60,000,000 to 210,000,000 shares and the number of authorized shares of common stock from 50,000,000 to 200,000,000 shares, as follows:

                      Shares voted in favor:     19,187,911
                      Shares voted against:       6,572,028
                      Shares abstaining:            202,546

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(10) Holders of the Company's common stock did not approve an amendment to our certificate of incorporation to effect a reverse stock split by a ratio not to exceed 1-for-20, as follows:

                      Shares voted in favor:     17,048,974
                      Shares voted against:       8,704,141
                      Shares abstaining:            173,370

Item 9.01. Financial Statements and Exhibits.

Exhibits.



Exhibit
Number                               Description of Exhibit

3.1            Certificate of Amendment of Second Amended and Restated Certificate
             of Incorporation of Energous Corporation

10.1           Energous Corporation 2013 Equity Incentive Plan, as amended May 26,
             2020

10.2           Energous Corporation Non-employee Compensation Plan, as amended
             May 26, 2020

10.3           Energous Corporation Employee Stock Purchase Plan, as amended
             May 26, 2020

10.4           Energous Corporation Performance Share Unit Plan, as amended May 26,
             2020

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