Appointment of New Director

Effective December 1, 2014, Ian C. Copeland was appointed to the Board of Directors (the “Board”) to fill a vacancy on the Board.

Mr. Copeland accepted the foregoing appointment pursuant to an offer letter from the registrant dated November 28, 2014, which provides for an option under the registrant’s 2013 Equity Award Incentive Plan (the “Incentive Plan”) to purchase 300,000 shares of the registrant’s Common Stock at an exercise price equal to the per share closing price on November 28, 2014, being the fair market value on such date.  In addition, Mr. Copeland will be entitled to reimbursement for reasonable travel expenses incurred to attend meetings of the Board, as well as to indemnity in his capacity as a director.  Mr. Copeland is also entitled to an annual director’s fee of $40,000.

In connection with the option provided by the offer letter, the registrant and Mr. Copeland entered into a stock option agreement.  The agreement provides for 1/36 of the total number of shares to vest each month commencing on January 1, 2015.   

Copies of the foregoing offer letter and stock option agreement are attached hereto as Exhibits 99.1 and 99.1(a).

Mr. Copeland brings over 25 years of global experience in developing, financing and managing world-class projects and companies in the power, rail, water and mining markets. During his tenure with Bechtel until 2012, Mr. Copeland served as President of the Fossil Power, Communications and Renewable Power businesses and Managing Director of Bechtel Enterprises. Previously Mr. Copeland held senior management positions with Wärtsilä Corporation and Hannon Armstrong & Company. Mr. Copeland began his career with the utility consulting practice of Booz Allen Hamilton after graduating from Rutgers University with degrees in physics and mechanical engineering.

The Board concluded that Mr. Copeland’s background in international business including experience developing, financing, and managing projects in the power and infrastructure markets made his appointment to the Board appropriate.

There is no family relationship between Mr. Copeland and any of the registrant’s current directors, executive officers or persons nominated or charged to become directors or executive officers, or those of the registrant’s subsidiary.  There are no transactions between the registrant and Mr. Copeland that would require disclosure under Item 404(a) of Regulation S-K.

Material Compensatory Contracts

On November 28, 2014, the Board approved a compensation plan which provides equity grants to the executive officers and Chairman of the Board of the registrant. In connection with such plan, the registrant entered into a stock option agreement (collectively the “Option Agreements”) with Alain J. Castro, the registrant’s Chief Executive Officer, Boris A. Maslov, the registrant’s President, Chief Operating Officer and Chief Technology Officer, Domonic J. Carney, the registrant’s Chief Financial Officer, Treasurer and Secretary, and Michael Hammons, the registrant’s Chairman of the Board.  Pursuant to the Option Agreements:

Copies of the Option Agreements are attached hereto as Exhibits 99.2, 99.3, 99.4 and 99.5.

On December 4, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.6, and the information in Exhibit 99.6 is incorporated herein by reference.

(d)       Exhibits

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 thereunto duly authorized.

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