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

On December 4, 2012, Benjamin L. Scott indicated that he had decided not to stand for re-election to the Company's Board of Directors upon the expiration of his current term at the Company's annual meeting of stockholders to be held in 2013. The Board discussed Mr. Scott's decision at its regularly scheduled meeting held on December 7, 2012 and, to assist with his transition from the Board, the Board unanimously voted to elect current director Dr. Ake Almgren to replace Mr. Scott as Chairman of the Board effective as of December 7, 2012.

On December 10, 2012, the Company issued a press release regarding such matters which release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Active Power, Inc. dated December 10, 2012.

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