UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):May 21, 2010
 
POWER EFFICIENCY CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-31805
  
22-3337365
(State or other jurisdiction of incorporation)
  
Commission File Number
  
(IRS Employer Identification No.)
         
3960 Howard Hughes Pkwy, Suite 460, Las Vegas, NV
  
89169
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (702) 697-0377
 
N/A
(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 (17CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Power Efficiency Corporation (the “Company”) held its Annual Meeting of Stockholders on May 21, 2010. At the meeting, stockholders re-elected all seven directors nominated by the Company’s Board of Directors. In addition, stockholders ratified the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010, and approved the proposed amendment of the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 140,000,000 shares to 350,000,000 shares. Set forth below are the final voting results for each of the proposals.
 
 
(1)          Election of seven (7) director nominees for a one-year term.
 
Director
  
Votes For
  
Votes 
Withheld
  
Steven Z. Strasser
  
33,469,852
  
481,974
  
George Boyadjieff
  
33,681,352
  
270,474
  
Dr. Douglass Dunn
  
33,679,738
  
272,088
  
Richard Morgan
  
33,681,638
  
270,188
  
Gary Rado
  
33,681,638
  
270,188
  
John (BJ) Lackland
  
33,464,452
  
487,374
  
Kenneth Dickey
  
33,681,638
  
270,188
  
 
 
 
 
(2)          Proposal to ratify the appointment of BDO Seidman, LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2010.
 
Votes For
  
Votes Against
  
Abstentions
  
33,739,516
  
212,310
  
0
  
 
 
(3)
Proposal to amend the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 140,000,000 shares to 350,000,000 shares.

Votes For
  
Votes Against
  
Abstentions
  
32,589,415
  
1,348,411
  
14,000
  

Item 9.01.    Exhibits

Set forth below is a list of Exhibits included as part of this Current Report: 

3.1
Amendment to the Company’s Certificate of Incorporation, filed with the Delaware Secretary of State on May 26, 2010.
 
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.
  
POWER EFFICIENCY CORPORATION
 
By:
/s/ John (BJ) Lackland
  
 
John (BJ) Lackland, CFO
   
Date: May 26, 2010