UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
June 9, 2015
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ANDALAY SOLAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33695
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90-0181035
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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48900 Milmont Drive, Fremont, California 94538
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 402-9400
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
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Item 5.07 Submission of Matters to a Vote of Security Holders.
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On June 9, 2015, Andalay Solar, Inc., (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders took action on six proposals. The proposals are described in detail in the Definitive Proxy Statement filed on April 30, 2015, as amended.
Proposal 1
The Company’s stockholders elected four individuals to our Board of Directors as set forth below:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Mark Kalow
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59,983,318
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4,722,177
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261,345,176
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Ron Kenedi
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60,023,670
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4,681,825
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261,345,176
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Steven Chan
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59,737,071
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4,968,424
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261,345,176
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Wei-Tai Kwok
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60,173,520
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4,531,975
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261,345,176
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Proposal 2
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 1,250,000,000. The results are set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker Non-Votes
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270,307,211
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48,632,010
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5,276,042
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1,835,408
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Proposal 3
The Company’s stockholders approved extending the term of the Company’s stock option plan. The results are set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker Non-Votes
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57,210,674
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3,153,178
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4,341,644
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261,345,176
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Proposal 4
The Company’s stockholders approved the reservation of 125,000,000 shares of common stock for issuance under its stock option plan. The results are set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker Non-Votes
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55,120,040
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9,130,486
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454,970
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261,345,176
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Proposal 5
The Company’s stockholders ratified the appointment of Burr Pilger Mayer, Inc., as the Company’s independent registered public accounting firm for 2015, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker Non-Votes
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306,145,257
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6,818,005
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13,087,409
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Proposal 6
The Company’s stockholders approved any adjournments of the meeting to another time or place, if necessary in the judgment of the proxy holders, for the purpose of soliciting additional proxies in favor of any of the foregoing proposals. The results are set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker Non-Votes
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289,967,249
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25,149,802
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10,933,615
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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.
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Date: June 10, 2015
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ANDALAY SOLAR, INC.
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By: /s/ STEVEN CHAN
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Steven Chan,
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Chief Executive Officer and President
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