UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 14, 2010

HQ Sustainable Maritime Industries, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-33473

62-1407522

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS employer

identification no.)

Melbourne Towers, 1511 Third Avenue, Suite 788, Seattle, WA

(Address of principal executive offices)

98101

(Zip code)

206-621-9888

Registrant’s telephone number, including area code

Not applicable

(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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240. 14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

¨	Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

Item 5.02.

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

At the Annual Meeting of Stockholders of HQ Sustainable Maritime Industries, Inc. (the “Company”) held on December 14, 2010, the Company’s stockholders approved the HQ Sustainable Maritime Industries, Inc. 2010 Stock Incentive Plan (the “2010 Plan”). The 2010 Plan authorizes the Company to grant equity awards to directors, employees (including executive officers), consultants and other service providers, as more fully described and summarized in the Company’s Proxy Statement, which was included in the Schedule 14A filed with the Securities and Exchange Commission on November 19, 2010. The 2010 Plan, which was included as Annex A to the Proxy Statement, is incorporated herein by reference. Copies of the Form of Incentive Stock Option Agreement, the Form of Non-Qualified Stock Option Agreement and the Form of Restricted Stock Award Agreement are attached hereto as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on December 14, 2010. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the board’s solicitation. There were three matters acted upon at the meeting: (i) a proposal to elect seven directors for terms expiring at the 2011 Annual Meeting of Stockholders, (ii) a proposal to ratify the appointment of Schwartz Levitsky Feldman LLP, as the Company’s independent registered public accounting firm and (iii) a proposal to approve and adopt the HQ Sustainable Maritime Industries, Inc. 2010 Stock Incentive Plan. All three proposals were approved by the Company’s stockholders pursuant to the voting results set forth below.

(1)	Proposal to elect seven directors for terms expiring at the 2011 Annual Meeting of Stockholders


Nominee	For		Withheld
Norbert Sporns		105,428,813		925,231
Lillian Wang Li		105,350,451		1,003,593
Harry Wang Hua		105,425,738		928,306
Fred Bild		106,224,894		129,150
Kevin M. Fitzsimmons		106,230,144		123,900
Andrew Intrater		106,229,144		124,900
Daniel Too		106,226,344		127,700

(2)	Proposal to ratify the appointment of Schwartz Levitsky Feldman LLP, as the Company’s independent registered public accounting firm

For

Against

Abstain

Broker

Non-Votes

113,002,300

262,812

343,617

(3)	Proposal to approve and adopt the HQ Sustainable Maritime Industries, Inc. 2010 Stock Incentive Plan

For

Against

Abstain

Broker

Non-Votes

105,831,254

428,181

94,609

7,254,685

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		HQ Sustainable Maritime Industries, Inc. 2010 Stock Incentive Plan (incorporated herein by reference to Annex A to the Company’s Proxy Statement, which was included in the Schedule 14A filed with the Securities and Exchange Commission on November 19, 2010)
10.2		Form of Incentive Stock Option Agreement
10.3		Form of Non-Qualified Stock Option Agreement
10.4		Form of Restricted Stock Award Agreement

SIGNATURES

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.

EXHIBIT INDEX


Exhibit No.		Description
10.1		HQ Sustainable Maritime Industries, Inc. 2010 Stock Incentive Plan (incorporated herein by reference to Annex A to the Company’s Proxy Statement, which was included in the Schedule 14A filed with the Securities and Exchange Commission on November 19, 2010)
10.2		Form of Incentive Stock Option Agreement
10.3		Form of Non-Qualified Stock Option Agreement
10.4		Form of Restricted Stock Award Agreement

HQ Sustainable Maritime Industries, Inc.

Date: December 20, 2010

/s/ Norbert Sporns

Norbert Sporns

Chief Executive Officer and President

HQ SUSTAINABLE MARITIME INDUSTRIES, INC. 8-K