Item 1.01 Entry into a Material Definitive Agreement

As reported in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of the Company held on September 12, 2022, the Company's stockholders ratified an amendment to the Company's Rights Agreement with Broadridge Financial Solutions, Inc., as rights agent, dated as of May 6, 2019 (the "NOL Rights Agreement"), extending the Final Expiration Date under the NOL Rights Agreement from May 6, 2022 to May 6, 2025 (the "NOL Rights Agreement Amendment"). The Company's Board of Directors previously approved the NOL Rights Agreement Amendment, subject to such stockholder ratification.

The foregoing description of the NOL Rights Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the NOL Rights Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 hereto and incorporated herein by reference.

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

(e) Amendment of 2017 Equity Incentive Plan

As reported in Item 5.07 below, at the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's 2017 Equity Incentive Plan (the "Plan") to increase the number of shares available thereunder by 600,000 shares. The Company's Board of Directors previously approved the Amendment, subject to such stockholder approval.

A summary of the material terms of the Amendment and the Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2022. That summary and the above description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

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

As described in Item 5.02 above, the Company virtually held its Annual Meeting via webcast on September 12, 2022. According to the inspector of elections, the stockholders present virtually in person or by proxy represented 15,315,565 shares of common stock (entitled to one vote per share). At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as follows:

Proposal 1: Election of Directors.



     Director         Votes For    Votes Withheld    Broker Non-Votes
Robert C. Flexon      3,687,251       684,564           5,493,574
Darren R. Jamison     3,775,499       596,316           5,493,574
Yon Y. Jorden         3,731,703       640,112           5,493,574
Robert F. Powelson    3,732,144       639,671           5,493,574
Denise Wilson         3,699,014       672,801           5,493,574
Ping Fu               3,690,057       681,758           5,493,574

Each of the individuals listed above was elected as a director of the Company to serve until the next annual meeting or until his or her successor is elected and qualified.

Proposal 2: Approval of an amendment to increase the number of shares available under the Capstone Green Energy Corporation 2017 Equity Incentive Plan by 600,000.



Votes For    Votes Against    Votes Abstain    Broker Non-Votes
3,261,390      1,061,181         49,244           5,493,574

The stockholders voted to approve the amendment to the Capstone Green Energy Corporation 2017 Equity Incentive Plan.



Proposal 3: Advisory vote on the compensation of the Company's named executive
officers.

Votes For    Votes Against    Votes Abstain    Broker Non-Votes
3,419,957       814,931          136,927          5,493,574

The stockholders voted to approve, on a non-binding advisory vote, the compensation of the Company's named executive officers.

Proposal 4: Ratification of an amendment to the Company's NOL Rights Agreement, extending the Final Expiration Date under the NOL Rights Agreement from May 6, 2022 to May 6, 2025.



Votes For    Votes Against    Votes Abstain    Broker Non-Votes
3,795,781       441,977          134,057          5,493,574

The stockholders voted to ratify the amendment to the NOL Rights Agreement, extending the Final Expiration Date under the NOL Rights Agreement from May 6, 2022 to May 6, 2025.

Proposal 5: Ratification of the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.



8
Votes For    Votes Against    Votes Abstain
8,951,739       655,033          258,617

The stockholders voted to ratify the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number                                      Description

                              Amendment No. 1 to NOL Rights Agreement
10.1                        by and between the Company and Broadridge
                            Financial Solutions, Inc., as rights agent,
                            dated as of May 6, 2019.
10.2                          Amendment No. 6 to Capstone Green Energy
                            Corporation 2017 Equity Incentive Plan.
                            Cover Page Interactive Data File (formatted
104                         as inline XBRL and contained in Exhibit
                            101)

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