Amended Current Report Filing (8-k/a)
27 June 2019 - 7:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 25, 2019
REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified
in its Charter)
Colorado
|
001-34044
|
26-1851813
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
110 16
th
Street, Suite 300,
Denver, CO 80202
(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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934: None
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
N/A
|
N/A
|
N/A
|
EXPLANATORY NOTE
On June 26, 2019, the Company (as defined below) filed a Current
Report on Form 8-K (the “Original 8-K”) to report the final voting results for each of the matters submitted to a vote
of shareholders at the 2019 annual meeting of shareholders. The Original 8-K inadvertently switched Ian Bowles and Dennis Lacey’s
voting results for Proposal 1. The Company is filing this Amendment No. 1 to correct the voting results for Proposal 1. No other
modifications to the Original 8-K are being made by this Amendment No. 1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2019, Real Goods Solar, Inc. (the “Company”)
held its 2019 annual meeting of shareholders. The final voting results for each of the matters submitted to a vote of shareholders
at the 2019 annual meeting of shareholders 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 2020 or until their successors are duly elected and qualified, with the following vote:
|
|
|
For
|
|
Withheld
|
|
Broker non-votes
|
Ian Bowles
|
|
16,857,493
|
|
6,511,744
|
|
68,148,878
|
Dennis Lacey
|
|
13,479,106
|
|
9,890,161
|
|
68,148,878
|
George Neble
|
|
16,519,399
|
|
6,849,868
|
|
68,148,878
|
Former directors Robert Scott and Pavel Bouska were not nominated
for re-election at the 2019 annual meeting of shareholders.
|
(2)
|
The Company’s shareholders did not approve, an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of Class A common stock from 150,000,000 to 250,000,000:
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
43,822,939
|
|
47,399,629
|
|
295,577
|
|
0
|
|
(3)
|
The Company’s shareholders did not approve, on an advisory basis, named executive officer compensation with the following vote:
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
9,093,435
|
|
13,024,846
|
|
1,250,986
|
|
68,148,878
|
|
(4)
|
The Company’s shareholders supported one year as the rate of frequency of future advisory votes on named executive officer compensation with the following vote:
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker non-votes
|
9,463,065
|
|
1,710,355
|
|
8,244,869
|
|
3,950,978
|
|
68,148,878
|
The Company has considered the outcome of this advisory vote
and has determined that the Company will conduct future advisory votes on named executive officer compensation every 1 year, the
next one in 2020, until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation,
which the Company expects to hold no later than its 2025 annual meeting of shareholders.
|
(5)
|
The Company’s shareholders ratified the appointment of BDO USA, LLP to audit the Company’s consolidated financial statements for the 2019 fiscal year, with the following vote:
|
For
|
|
Against
|
|
Abstain
|
|
Broker non-votes
|
78,509,659
|
|
10,685,174
|
|
2,323,309
|
|
0
|
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/ Alan Fine
|
|
|
|
Alan Fine
|
|
|
|
Chief Financial Officer
|
|
Date: June 26, 2019