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EX-10.1 - FORM 10.1 - Real Goods Solar, Inc.t83637_ex10-1.htm

 

 

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): November 18, 2015

 

 

 

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Colorado 001-34044 26-1851813
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

833 West South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

 

Registrant’s telephone number, including area code: (303) 222-8300

 

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

   

 

 

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

 

On November 18, 2015, Real Goods Solar, Inc. (the “Company”) held its 2015 annual meeting of shareholders at which the Company’s shareholders approved an amendment and restatement of the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan (the “Plan”) to increase the maximum number of shares of the Company’s Class A common stock that may be issued or subject to awards under the Plan, and to increase the number of shares of Class A common stock that a plan participant may receive during any fiscal year. Following the amendments to the Plan, up to an aggregate of 1,844,161 shares of Class A common stock are authorized for issuance under the Plan and no participant may receive awards for more than 500,000 shares of Class A common stock in any one fiscal year.

 

Before the amendment and restatement of the Plan, the aggregate number of shares of Class A common stock that may have been issued and outstanding, or subject to awards outstanding, under the Plan could not exceed 335,212 share of Class A common stock, subject to adjustment as provided in the Plan, and no participant could receive awards for more than 20,000 shares of Class A common stock.

 

The foregoing summary is qualified in its entirety by the full text of the Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 18, 2015, the Company held its 2015 annual meeting of shareholders. The final voting results for each of the matters submitted to a vote of shareholders at the 2015 annual meeting were as follows:

 

  (1) The Company’s shareholders elected all nominees named in the proxy statement for the meeting to the Company’s board of directors, each to serve until the next annual meeting of shareholders to be held in 2016 or until their successors are duly elected and qualified, with the following vote:

 

    For   Withheld   Broker non-votes
David L. Belluck   2,201,470   236,563   6,169,846
Dennis Lacey   2,299,268   138,765   6,169,846
Pavel Bouska   2,291,493   146,540   6,169,846
Ian Bowles   2,273,678   164,355   6,169,846
Steven B. Kaufman   2,219,935   218,098   6,169,846
John Schaeffer   2,221,111   216,922   6,169,846
Robert L. Scott   2,272,943   165,090   6,169,846

 

  (2) The Company’s shareholders approved the amendment and restatement of the Plan to increase the maximum number of shares authorized for issuance under the Plan and to increase the number of shares a participant may receive in a fiscal, as further described under Item 5.02 of this Current Report on Form 8-K, with the following vote:

 

For   Against   Abstain   Broker non-votes
2,047,604   370,041   20,388   6,169,846

 

  (3) The Company’s shareholders ratified the appointment of Hein & Associates LLP to audit the Company’s consolidated financial statements for the 2015 fiscal year, with the following vote:

 

For   Against   Abstain   Broker non-votes
8,505,259   70,984   31,636   0

 

   

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Amended and Restated Real Goods Solar, Inc. 2008 Long-Term Incentive Plan

 

   

 

 

SIGNATURE

 

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.

 

  REAL GOODS SOLAR, INC.
     
  By: /s/ Dennis Lacey
    Dennis Lacey
    Chief Executive Officer and Acting Principal Financial Officer

 

Date: November 18, 2015

 

   

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
10.1   Amended and Restated Real Goods Solar, Inc. 2008 Long-Term Incentive Plan