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

On January 25, 2013, Rodney Bond indicated that he had decided not to stand for re-election to the Board of Directors (the "Board") of Active Power, Inc., a Delaware corporation (the "Company") upon the expiration of his current term at the Company's annual meeting of stockholders to be held in 2013.

Effective on January 25, 2013, Thomas Patrick Kelly was appointed to the Board. Mr. Kelly will serve on the Audit Committee of the Board. Mr. Kelly will receive compensation from the Company for his service on the Board on the same terms as other non-employee members of the Board, which terms are described under the caption "Overview of Director Compensation and Procedures" in the Company's definitive proxy statement on Schedule 14A filed on April 11, 2012, and currently includes a combination of cash and stock-based incentive compensation.

The press release issued by Active Power on January 25, 2013 announcing Mr. Kelly's appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated January 25, 2013, regarding Thomas Patrick Kelly's appointment to the Board of Directors of Active Power, Inc.

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