INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Soliciting
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ENVISION SOLAR INTERNATIONAL, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 2016
Dear Stockholder:
Notice is hereby given
that an Annual Meeting of Stockholders ("Annual Meeting") of Envision Solar
International, Inc. ("ESI" or the "Company") will be held at 4:00 p.m. Pacific
Time, on Monday, December 19, 2016 at 5660 Eastgate Drive, San Diego, California.
92121.
At the Annual Meeting,
you will be asked to consider and vote upon the following:
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Election of members of the Board
of Directors to hold office until the next annual meeting of stockholders or
until their respective successors have been elected and qualified.
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Ratification of the appointment of Salberg & Company, P.A. as ESI's independent registered public accounting
firm for the fiscal year ending December 31, 2016.
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Amending the Company's Articles of Incorporation in order to increase the number
of authorized shares of common stock from 162,500,000, par value $0.001 per
share, to 490,000,000, par value $0.001 per share, and to authorize 10,000,000
shares of preferred stock, par value $0.001.
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Approval of, by non-binding
advisory vote, the Company's executive compensation program.
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Transactions of such other
business as may properly come before the Annual Meeting or action on any
adjournment or postponement of the meeting.
The foregoing items
of business are more fully described in the Proxy Statement accompanying this
Notice.
The Board of Directors
has fixed the close of business on October 21, 2016 as the record date for the
determination of stockholders entitled to notice of and to vote at this Annual
Meeting and at any adjournment or postponement of it.
A copy of the Company's
Form 10-K for the fiscal year ended December 31, 2015 is included with this Proxy
Statement. A copy of the Annual Report and Proxy Statement can also be found on
the Internet at www.envisionsolar.com.
Sincerely,
/s/
DESMOND WHEATLEY
Desmond Wheatley
Chief Executive Officer and President
IMPORTANT
Please
sign and promptly return the enclosed proxy card in the accompanying
postage-paid return envelope so that your shares may be voted if you are unable
to attend the Annual Meeting.
ENVISION SOLAR INTERNATIONAL,
INC.
5660 EASTGATE DRIVE
San Diego, California 92126
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
December
19, 2016
INFORMATION CONCERNING SOLICITATION
AND
VOTING
General
The enclosed proxy ("Proxy")
is solicited on behalf of the Board of Directors (the "Board") of Envision
Solar International, Inc., a Nevada corporation ("ESI" or the "Company"), for
use at its 2016 Annual Meeting of Stockholders (the "Annual Meeting") to be
held 4:00 p.m. Pacific Time, on Monday,
December 19, 2016 at 5660 Eastgate Drive, San Diego, California 92121 and at
any adjournment or postponement of such meeting.
This Proxy Statement
and the accompanying form of Proxy were first mailed to all stockholders
entitled to vote at the Annual Meeting on or about October 27, 2016.
The Company's
principal executive offices are located at 5660 Eastgate Drive, San Diego, California
92121. Its telephone number is (858) 799-4583.
Record Date and Voting
Stockholders of record
at the close of business on October 21, 2016 (the "Record Date") are entitled
to notice of and to vote at the Annual Meeting. As of the close of business on
the Record Date, there were 116,895,334 shares of the Company's common stock
(the "Common Stock") outstanding and entitled to vote. Each stockholder is
entitled to one vote for each share of Common Stock held by such stockholder as
of the Record Date.
The required quorum
for the transaction of business at the Annual Meeting is a majority of the
shares of Common Stock issued and outstanding on the Record Date. Shares that
are voted "FOR," "AGAINST," or "ABSTAIN" on a matter are treated as being
present at the meeting for purposes of establishing a quorum. Broker non-votes
(i.e., the submission of a Proxy by a broker or nominee specifically indicating
the lack of discretionary authority to vote on the matter) are also counted for
purposes of determining the presence of a quorum for the transaction of
business. Shares voted "FOR" or "AGAINST" a particular matter presented to
stockholders for approval at the Annual Meeting will be treated as shares
entitled to vote ("Votes Cast") with respect to such matter. Abstentions also
will be counted toward the tabulation of Votes Cast on proposals presented to
the stockholders and will have the same effect as negative votes. Broker
non-votes will not be counted for purposes of determining the number of Votes
Cast with respect to the particular proposal on which the broker has expressly
not voted. Accordingly, broker non-votes will not affect the outcome of the
voting on a proposal that requires a majority of the Votes Cast (such as an
amendment to, or adoption of, a stock purchase plan).
-1-
All votes will be
tabulated by the inspector of election appointed for the Annual Meeting, who
will separately tabulate affirmative and negative votes, abstentions and broker
non-votes. Stockholders may not cumulate votes in the election of directors.
If a choice as to the matters coming before the Annual Meeting has been
specified by a stockholder on the Proxy, the shares will be voted accordingly.
If a Proxy is returned to the Company and no choice is specified, the shares
will be voted "FOR" each of the Company's nominees for director and "FOR" the
approval of each of the proposals described in the Notice of Annual Meeting of
Stockholders and in this Proxy Statement.
Any stockholder or
stockholder's representative who, because of a disability, may need special
assistance or accommodation to allow him or her to participate at the Annual
Meeting may request reasonable assistance or accommodation from the Company by
contacting the Corporate Secretary, in writing at 5660 Eastgate Drive, San
Diego, California 92121 or by telephone at (858) 799-4583. To provide the
Company sufficient time to arrange for reasonable assistance, please submit
such requests by November 15, 2016.
Revocability of Proxies
Any stockholder giving
a Proxy pursuant to this solicitation, and any beneficial owner of the stock
who has voting power over it for which a Proxy has been submitted, may revoke
it at any time prior to the meeting. Revocation is accomplished by filing with
the Secretary of the Company at its principal executive offices at 5660 Eastgate
Drive, San Diego, California 92121, a written notice of such revocation or a
duly executed Proxy bearing a later date, or by attending the Annual Meeting
and voting in person.
Solicitation
The Company will bear
the entire cost of this solicitation, including the preparation, assembly,
printing, and mailing of the Notice of Annual Meeting, this Proxy Statement,
the Proxy and any additional solicitation materials furnished to stockholders.
Copies of solicitation materials will be furnished to brokerage houses,
fiduciaries and custodians holding shares in their names that are beneficially
owned by others so that they may forward this solicitation material to such
beneficial owners. To assure that a quorum will be present in person or by
proxy at the Annual Meeting, it may be necessary for certain officers,
directors, employees or other agents of the Company to solicit proxies by
telephone, facsimile or other means or in person. The Company will not
compensate such individuals for any such services. Except as described above,
the Company does not presently intend to solicit proxies other than by mail.
Deadline for Receipt of Stockholder Proposals
Stockholder proposals
intended to be presented at the next annual meeting of stockholders must be
received by the Company no later than February 28, 2017 to be eligible for
inclusion in the Company's proxy statement and form of proxy for next year's
meeting. If any stockholder intends to present a proposal at the 2017 annual
meeting of stockholders without inclusion of such proposal in our proxy
materials, including director nominations, we must receive notice of such
proposal no earlier than October 17, 2016 and no later than February 17, 2017. Proposals
must concern a matter that may be properly considered and acted upon at the
Annual Meeting in accordance with applicable laws, regulations and the
Company's Bylaws and policies, and must otherwise comply with Rule 14a-8 of the
Exchange Act, and we reserve the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does not comply with
these requirements. Proposals should be addressed to Envision Solar
International, Inc., Attention: Corporate Secretary, 5660 Eastgate Drive, San
Diego, California 92121.
* * * * *
-2-
I.
PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board recommended and nominated Jay S. Potter, Anthony
Posawatz, Peter Davidson and Desmond Wheatley as nominees for election of
directors at the Annual Meeting, with Desmond Wheatley being nominated to serve
as the Chairman of the Board of Directors. At the Annual Meeting, four
directors will be elected to the Board of Directors. Except as set forth below,
unless otherwise instructed, the persons appointed in the accompanying form of
proxy will vote the proxies received by them for the nominees named below, who
are all presently directors of ESI. Your proxies cannot be voted for a greater
number of persons than the number of nominees named in the proxy statement. In
the event that any nominee becomes unavailable, the proxy holders will vote in
their discretion for a substitute nominee. The term of office of each person
elected as a director will continue until the next annual meeting or until a
successor has been elected and qualified, or until the director's earlier
death, resignation, or removal.
After the Annual Meeting, the Company's Board of
Directors will still have three vacancies. The existing directors have not at
this time identified any candidates to fill those vacancies, but will have the
right to fill them until the next Annual Meeting of Stockholders. Accordingly,
the vacancies may be filled by resolution of the Company's Board of Directors,
or may be filled by election at the next Annual Meeting of Stockholders in 2017.
Nominees for Election to the Board of Directors
The following information provided with respect to the
principal occupation, affiliations and business experience during the last five
years for each of the nominees has been furnished to us by such nominees. We
identify and describe the key experience, qualifications and skills our
directors bring to the Board that are important in light of the Company's
business and structure. The directors' experiences, qualifications and skills
that the Board considered in their nomination are included in their individual
biographies.
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Leadership experience. We believe
that directors with experience in significant leadership positions such as chief
executive officer and chief financial officer provide the Company with special
insights. These people generally possess leadership qualities and the ability
to identify and develop those qualities in other people. They demonstrate a
practical understanding of organizations, processes, strategy, risk management
and the methods to drive change and growth. Through their service as leaders in
other organizations, they also have access to important sources of market
intelligence, analysis and relationships that may benefit the Company.
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Finance experience. We believe
that an understanding of finance and financial reporting processes is important
for our directors. The Company measures its operating and strategic performance
by reference to financial targets. We seek to have directors who are
financially knowledgeable.
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Industry experience. We seek to
have directors with experience as executives, directors or in other leadership
positions in the industry in which we participate.
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Government experience. We seek
directors with governmental experience because of our interactions with a
variety of governing agencies, both as potential customers and regulatory
bodies. The Company recognizes the importance of working constructively with
governments and values directors with this experience.
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Technology and education
experience. As a technology based company, we seek directors with backgrounds
in technology and education because our success depends in part on developing
and accessing new ideas.
The name and certain information regarding each
nominee are set forth below as of September 30, 2016. There are no family
relationships among directors or executive officers of ESI.
-3-
Name
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Age
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Current
Position with ESI
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Desmond Wheatley
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49
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Chief Executive Officer, President, Secretary, and
Director
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Jay S. Potter
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50
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Director
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Anthony Posawatz
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60
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Director
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Peter Davidson
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57
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Director
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DESMOND WHEATLEY has
served as our president, chief operating officer, and secretary since September
2010, and was named chief executive officer and a director in August 2011. Mr.
Wheatley has two decades of senior international management experience in
technology systems integration, energy management, communications and renewable
energy. Prior to joining Envision, Mr. Wheatley was a founding partner in the
international consulting practice Crichton Hill LLC in 2009 and chief executive
officer of iAxis FZ LLC, a Dubai based alternative energy and technology
systems integration company, from 2007 to 2009. From 2000 to 2007, Mr.
Wheatley held a variety of senior management positions at San Diego based
Kratos Defense and Security Solutions, fka Wireless Facilities with the last
five years as president of ENS, the largest independent security and energy
management systems integrator in the United States. Prior to forming ENS in
2002, Mr. Wheatley held senior management positions in the cellular and
broadband wireless industries, deploying infrastructure and lobbying in
Washington DC on behalf of major wireless service providers. Mr. Wheatley's
teams led turnkey deployments of thousands of cellular sites and designed and
deployed broadband wireless networks in many MTAs across the United States.
Mr. Wheatley has founded, funded, and operated four profitable start-up
companies and was previously engaged in merger and acquisition activities. Mr.
Wheatley evaluated acquisition opportunities, conducted due diligence and
raised commitments of $500M in debt and equity. Mr. Wheatley sits on the
boards of Admonsters, located in San Francisco California, and the Human
Capital Group, located in Los Angeles, California, and was formerly a board
member at DNI in Dallas, Texas.
Mr. Wheatley's qualifications are:
-
Leadership experience - Mr.
Wheatley has been our chief executive officer since August 2011 and President
since September 2010. He has held numerous executive positions in
international organizations including five years as president of a publically
traded technology and energy management company.
-
Industry experience - Mr.
Wheatley was the founding member of an international consulting company with
expertise in the renewable and energy sectors. He has held various executive
level positions in multiple infrastructure deployment companies and has been
involved in energy management and renewables since 2002.
-
Finance Experience - Mr.
Wheatley was founding partner in multiple companies with direct
responsibilities for their financial success and stability. He has
participated in $500 million of capital raises and held full profit and loss
responsibility for a public company with approximately $70 million of revenues.
-
Education experience - Mr.
Wheatley was educated in his native Scotland.
JAY POTTER has served as a director of the Company
since 2007. Mr. Potter has been active in the financial and energy industries
for over 20 years and has participated, directed, or placed over two hundred
million dollars of capital in start-up and early stage companies. In 2006, Mr.
Potter served as the interim chief executive officer of EAU Technologies Inc.
(Symbol: EAUI:OB), a publicly traded company specializing in non-toxic
sanitation and disinfectant technologies. In 2007, he founded GreenCore Capital,
Inc., an early stage venture capital company, and serves as that company's
chairman and chief executive officer. He has served as chairman, president and
chief executive officer of Nexcore Capital, Inc. and its financial service
affiliates since co-founding that company in 1996. Prior to December 2012, he
was a registered representative with Allied Beacon Partners, Inc., a registered
securities broker dealer firm that has served as the placement agent on certain
of the Company's private placements of securities. Effective December 2012,
without admitting or denying the findings, Mr. Potter entered into a Letter of
Acceptance, Waiver and Consent with the Financial Industry Regulatory Authority
(FINRA) to settle alleged violations of FINRA Rules 2010, 1122, IM-1000 and
Article V, Section 2(c) of the Bylaws that impose certain reporting obligations
on FINRA members, resulting in a fine and temporary suspension. Mr. Potter
serves as the chairman of Sterling Energy Resources, Inc. (symbol: SGER:PK), a
public oil and gas company involved in the acquisition, exploration and
-4-
development of oil and natural
gas from its numerous leases. Mr. Potter serves as a director of Noble
Environmental Technologies Corporation and Fulcrum Enterprises, among others.
Mr. Potter's qualifications are:
-
Leadership experience - Mr. Potter
has held various executive positions at multiple companies and is a Board
member of Envision, Sterling Energy Resources, Inc., GreenCore Capital, LLC,
and Noble Environmental Technologies Corporation.
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Industry experience - Mr. Potter
has held numerous executive level positions for companies focusing on renewable
energies and other environmentally focused ventures.
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Finance Experience - Mr. Potter
raised and placed over $200 million of capital into early stage companies,
primarily in energy, alternative energy and environmental businesses
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Education experience - Mr. Potter
attended San Diego State University.
ANTHONY POSAWATZ P.E. has served as a director of the
Company since February 2016. He has been an automotive industry professional
for over 30 years. Since September 2013, Mr. Posawatz has served as the
president and chief executive officer of Invictus iCAR, LLC, an automotive
innovation consulting and advisory firm focused on assisting energy and auto
clean technology companies. He served as the president, chief executive
officer, and a director of Fisker Automotive from August 2012 to August 2013.
Mr. Posawatz worked for General Motors ("GM") for more than 30 years. As GM's
vehicle line director for the Chevrolet Volt and key leader of global electric
vehicle development, he was responsible for bringing the Chevrolet Volt from
concept to production (beginning in 2006 as a founding member and employee
#1). He currently serves as a member of several boards of directors, including
INRIX, Nexeon, SAFE - Electrification Coalition, Momentum Dynamics, and
Electrification Coalition.
Mr. Posawatz's qualifications are:
-
Leadership experience -Mr. Posawatz has held various executive level positions including chief executive officer
of several companies and is a board member for multiple organizations.
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Industry experience - Mr. Posawatz
has led the development of several electric vehicle products and sits on the
board of multiple industry organizations.
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Finance Experience - Mr. Posawatz
had profit and loss responsibilities in several organizations.
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Education experience - Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a
General Motors Undergraduate Scholar at Wayne State University where he earned
a Bachelor of Science degree in mechanical engineering, and a Graduate Fellow
at Dartmouth College, Tuck School of Business where he earned a Master of
Business Administration.
PETER DAVIDSON has served as a director of the Company
since September 2016. He has been an adjunct professor at Columbia
University's School of International and Political Affairs since 2014 and a
non-resident fellow at Columbia University's Center on Global Energy Policy
since 2015. In May 2013, Mr. Davidson was appointed by President Obama to
serve as the executive director of the Loan Program Office ("LPO") at the
United States Department of Energy, a position he held until June 2015. At the
LPO, Mr. Davidson oversaw the program's more than $30 billion portfolio of
loans and loan guarantees, making it the largest project finance organization
in the United States government. Mr. Davidson was responsible for ensuring
that the LPO carried out its mission to accelerate the deployment of innovative
clean energy projects and domestic advanced vehicle manufacturing. Prior to
leading the LPO, Mr. Davidson was the senior advisor for energy and economic
development at the Port Authority of New York and New Jersey (from 2012 to
2013) and was the executive director of New York State's economic development
agency, the Empire State Development Corporation (from 2009 to 2011). From
1989 to 2014, Mr. Davidson was an entrepreneur who founded and managed several
separate companies in television and radio broadcasting, outdoor advertising,
and traditional and digital marketing services, with a focus on the Hispanic
market. From 1986 to 1989, he was an executive in the investment banking
division of Morgan Stanley & Co. Since 2001, Mr. Davidson has also been the
chairman of the JM Kaplan Fund, a New York City based philanthropic
organization. Under his leadership, grant making has focused on reducing New
York City's carbon footprint, supporting immigrant integration in the U.S. and
archeological conservation world-wide. Mr. Davidson received his Master of
Business Administration degree from Harvard University in 1986 and his Bachelor
of Arts degree from Stanford University in 1981.
-5-
Mr. Davidson's qualifications are:
-
Leadership experience - Mr. Davidson
has held various executive level positions at multiple companies. Further, he
has served as executive director of the Loan Program Office of the United
States Department of Energy, the executive director of the Empire State
Development Corporation, and was chairman of the JM Kaplan Fund.
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Industry experience - Mr. Davidson
is non-resident fellow at Columbia University's Center on Global Energy Policy and
has been the chairman of the JM Kaplan Fund, a New York City based
philanthropic organization where grant making has focused on reducing New York
City's carbon footprint, supporting immigrant integration in the United States,
and archeological conservation world-wide.
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Finance Experience - Mr. Davidson has
had profit and loss responsibilities in several organizations. Further, while
working as the executive director of the Loan Program Office of the United
States Department of Energy, he oversaw the program's more than $30 billion
portfolio of loans and loan guarantees, making it the largest project finance
organization in the United States government.
-
Education experience - Mr. Davidson
received his bachelor's degree from the Stanford University and a Master of
Business Administration degree from Harvard University.
No officer or director is required to make
any specific amount or percentage of his business time available to us. Each
of our officers intends to devote such amount of his or her time to our affairs
as is required or deemed appropriate by us.
Required
Vote
The four nominees receiving the highest number of
affirmative "FOR" votes shall be elected as directors. Stockholders may not cumulate
votes in the election of directors. Unless marked to the contrary, proxies
received will be voted "FOR" these nominees.
Recommendation
Our Board of Directors recommends a vote "FOR" the
election to the Board of Directors of each of the foregoing nominees.
* * * * *
-6-
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee of the Board of Directors has
appointed Salberg & Company, P.A. as the independent registered public
accounting firm to audit our consolidated financial statements for the year
ending December 31, 2016. Notwithstanding its selection, the Board of
Directors, in its discretion, may appoint another independent registered public
accounting firm at any time during the year if the Board of Directors believes
that such a change would be in the best interest of ESI and its stockholders.
If the appointment is not ratified by our stockholders, the Board of Directors
may reconsider whether it should appoint another independent registered public
accounting firm.
Audit
and
Non-Audit Fees
The Company's Board of Directors reviews and approves audit and
permissible non-audit services performed by its independent registered public
accounting firm, as well as the fees charged for such services. In
its review of non-audit service and its appointment of Salberg & Company,
P.A. as our independent registered public accounting firm, the Board considered whether the provision of such services is compatible
with maintaining independence. All of the services provided and fees charged
by Salberg & Company, P.A. in 2015 and 2014 were
approved by the Board. The following table shows the fees for
the years ended December 31, 2015 and 2014:
|
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2015
|
2014
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Audit Fees (1)
|
|
$ 57,000
|
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$
|
57,000
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Audit Related Fees (2)
|
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$ 0
|
|
$
|
0
|
Tax Fees (3)
|
|
$ 0
|
|
$
|
0
|
All Other Fees
|
|
$ 0
|
|
$
|
0
|
(1)
Audit fees - these
fees relate to the audit of our annual consolidated financial statements and
the review of our interim quarterly financial statements.
(2)
Audit related fees -
these fees relate primarily to audit related consulting projects.
(3)
Tax fees - no fees of
this sort were billed by Salberg & Company P.A., our principal accountant
during 2015 and 2014.
Pre-Approval
of Audit and Non-Audit Services
The Board, through its chairman,
pre-approves, typically at the beginning of our fiscal year, all audit services
to be provided by an independent registered public accounting firm. As part of
the review, the chairman will evaluate other known potential engagements of the
independent auditor, including the scope of work proposed to be performed and
the proposed fees, and approve or reject each service, taking into account
whether the services are permissible under applicable law and the possible
impact of each non-audit service on the independent auditor's independence from
management. At Board meetings throughout the year, the auditor and management
may present subsequent services for approval.
The Board has considered the provision of
non-audit services provided by our independent registered public accounting
firm to be compatible with maintaining their independence. The Board will
continue to approve all audit and permissible non-audit services provided by
our independent registered public accounting firm.
Required Vote
Ratification of the appointment of Salberg &
Company, P.A. as our independent registered public accounting firm for the year
ending December 31, 2016 requires the affirmative "FOR" vote of a majority of
the Votes Cast on the proposal. Unless marked to the contrary, proxies
received will be voted "FOR" ratification of the appointment of Salberg &
Company, P.A.
-7-
Recommendation
Our Board of Directors recommends a vote "FOR" the
ratification of the appointment of
Salberg
& Company, P.A.
as our
independent registered public accounting firm for the year ending
December
31, 2016.
* * * * *
-8-
PROPOSAL NO. 3
APPROVAL
BY NON-BINDING ADVISORY VOTE OF THE COMPANY'S CURRENT EXECUTIVE COMPENSATION
PROGRAM.
You are being asked to vote on a proposal commonly
known as a "say-on-pay" proposal, which gives you the opportunity to express
your approval or disapproval, on a non-binding advisory basis, of our executive
officer compensation program, policies and practices through the following
resolution:
"RESOLVED, that the stockholders of Envision Solar
International, Inc. approve, on an advisory basis, the Company's executive
compensation plans and programs, as described in the Compensation Discussion
and Analysis, the compensation tables and the accompanying narrative disclosure
set forth, pursuant to Item 402 of Regulation S-K, in the Company's proxy
statement for the 2016 annual meeting of stockholders."
We urge you to consider the various factors regarding
our executive compensation program, policies and practices as detailed in the
Compensation Discussion and Analysis, beginning on page 17. As discussed in
the Compensation Discussion and Analysis, we believe that our executive compensation
program is competitive and governed by pay-for-performance principles which
emphasize compensation opportunities that reward results. Our use of
stock-based incentives reinforces the alignment of the interests of our
executives with those of our long-term stockholders, thereby supporting the
Company's strategic objectives and mission.
This advisory vote is in accordance with requirements
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
"Dodd-Frank Act"), adopted in mid-2010. The Dodd-Frank Act requires that
public companies give their stockholders the opportunity to cast advisory votes
relating to executive compensation at the first annual meeting of stockholders
held after January 21, 2013 for Smaller Reporting Companies. The SEC has
adopted rules to implement the provisions of the Dodd-Frank Act relating to
this requirement. This "say-on-pay" proposal is being submitted to you to
obtain the advisory vote of the stockholders in accordance with the Dodd-Frank
Act, Section 14A of the Securities Exchange Act of 1934, as amended, and the
SEC's rules.
Required Vote
Because your vote is advisory, it will not be binding
upon the Board of Directors. Our Board of Directors (including our Compensation
Committee) will, however, take into account the outcome of the vote when
considering future decisions affecting executive compensation as it deems
appropriate.
Recommendation
Our Board of Directors recommends a vote "FOR" approval
of the Company's executive compensation program.
* * * * *
-9-
PROPOSAL NO. 4.
INCREASE THE NUMBER OF AUTHORIZED SHARES TO INCREASE
AMOUNT OF AUTHORIZED COMMON STOCK AND AUTHORIZE PREFERRED STOCK.
You are being asked to vote to amend the Company's Articles of Incorporation in order
to increase the number of authorized shares of common stock from 162,500,000,
par value $0.001 per share, to 490,000,000, par value $0.001 per share, and to
authorize 10,000,000 shares of preferred stock, par value $0.001 per share (the
"Amendment").
Our Board of Directors voted unanimously to implement
the Amendment because the Board of Directors believes that increasing the
number of authorized shares of common stock and authorizing shares of preferred
stock will allow the Company to raise part of the capital necessary for the
Company to grow its business in the future.
At this time, the Company does not plan to create a
series of preferred stock. When the Company determines to create a series of
preferred stock, the terms of the preferred stock, including dividend or interest
rates, conversion prices, voting rights, redemption prices, maturity dates, and
similar matters will be determined by the Company's Board of Directors.
The Company is not expected to experience a material
tax consequence as a result of the Amendment. Increasing the number of
authorized shares of common stock and authorizing preferred stock may, however,
subject the Company's existing shareholders to future dilution of their
ownership and voting power in the Company.
Potential
Anti-Takeover Effect
The shares of common stock and preferred stock that
would become available for issuance if the proposal were adopted could also be
used by the Company to oppose a hostile takeover attempt or delay or prevent
changes in control or management of the Company. For example, without further
stockholder approval, the Board could strategically sell shares of common stock
or preferred stock in a private transaction to purchasers who would oppose a
takeover or favor the current Board. Although this proposal to increase the
number of authorized shares of common stock and to authorize preferred stock
has been prompted by business and financial considerations and not by the
threat of any hostile takeover attempt (nor is the Board currently aware of any
such attempts directed at the Company), nevertheless, stockholders should be
aware that approval of this Proposal No. 4 could facilitate future efforts by
the Company to deter or prevent changes in control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
You are given the option on the proxy card of
selecting for, against, or abstaining. For the reasons set forth above, our
Board recommends that you vote yes.
Required Vote
We must receive written consents representing a
majority of the outstanding shares of our common stock for approval of the
Amendment.
Unless marked to the contrary, proxies received will be
voted "FOR" the Amendment.
Recommendation
Our Board of Directors recommends a vote "FOR" the
amendment to
the
Company's Articles of Incorporation in order to increase the number of
authorized shares of common stock from 162,500,000, par value $0.001 per share,
to 490,000,000, par value $0.001 per share, and to authorize 10,000,000 shares
of preferred stock, par value $0.001 per share.
* * * * *
-10-
II. CORPORATE GOVERNANCE AND RELATED MATTERS
BOARD OF DIRECTORS
AND
CORPORATE GOVERNANCE MATTERS
Our Board of Directors held a total of three meetings
during our fiscal year ended December 31, 2015. Each director attended all of
the fiscal year 2015 meetings of our Board of Directors during which he was a
member and each committee on which he served from the time of being elected to
the Board. We have no formal policy regarding attendance by our directors at Board
meetings, although we encourage attendance and most of our directors have
historically attended the meetings. Our executive officers are appointed by
our Board of Directors and serve at the discretion of the Board of Directors. Our
directors hold office until the expiration of their respective terms or until
their successors have been duly elected and qualified.
Board of Directors
Independence
The Board of Directors has determined that two of our
director nominees standing for election are "independent directors" as defined
in Rule 4200 of Financial Industry
Regulatory Authority's ("FINRA") listing
standards. In determining the independence of our directors, the Board of Directors
has adopted independence standards that mirror exactly the criteria specified
by applicable laws and regulations of the Securities and Exchange Commission
(the "SEC") and FINRA rules. In making the determination of the independence
of our directors, the Board of Directors considered all transactions in which ESI
and any director had any interest, including those discussed under "Certain
Relationships and Related Transactions" below, and transactions involving
payments made by ESI to companies in the ordinary course of business where the
candidate serves on the board of directors or as a member of the executive
management of the other company.
Board Leadership Structure and Committee Composition
Mr. John Evey currently serves as our Chairman of the
Board, but our Board of Directors has determined that appointing Mr. Desmond
Wheatley as our new Chairman of the Board would serve the best interests of the
Company and our stockholders going forward. As Chairman of the Board, Mr. Wheatley
will consult with management of the Company and the chairperson of our
compensation committee and establish the agenda for each meeting of the Board
of the Directors. We believe that Mr. Wheatley's guidance will enable the
Board of Directors to continue to efficiently and effectively develop and
implement business strategies and oversee our risk management efforts.
Furthermore, Mr. Evey is not a candidate for election as a director at this
Annual Meeting.
Because Mr. Wheatley is also involved in our
management, the Board of Directors and its compensation committee may also
retain outside legal, financial or other advisors, as necessary or appropriate.
We intend to establish an audit committee of the Board
of Directors, which will consist of independent directors of which at least one
will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii)
of Regulation S-K. The audit committee's duties will be to recommend to our
Board of Directors the engagement of independent auditors to audit our
consolidated financial statements and to review our accounting and auditing
principles. The audit committee will review the scope, timing and fees for the
annual audit and the results of audit examinations performed by any internal
auditors and independent public accountants, including their recommendations to
improve the system of accounting and internal controls. The audit committee
would at all times be composed exclusively of directors who are, in the opinion
of our Board of Directors, free from any relationship that would interfere with
the exercise of independent judgment as a committee member and who possess an
understanding of consolidated financial statements and generally accepted
accounting principles.
The Company has established a compensation committee which
consists of two directors, Mr. John Evey and Mr. Jay S. Potter. The compensation
committee is responsible for reviewing general policy matters relating to
compensation and benefits of directors and officers, and determining the total
compensation of our officers and directors. The Board of Directors does not
have a nominating committee. Therefore, the selection of persons for election
to the Board of Directors was neither independently made nor negotiated at arm's
length. After the Annual Meeting, the Board of Directors may appoint one or
more new members to its compensation committee.
-11-
Board Role in Risk Oversight
The Board of Directors carries out its
role in the oversight of risk both directly and through its compensation committee.
The Board of Directors' direct role includes the consideration of risk in the
strategic and operating plans that are presented to it by management. The compensation
committee established by the Board of Directors carries out the Board of
Directors' oversight of risk as follows:
-
The Compensation Committee
determines the compensation of our executive officers and directors,
administers benefit plans and policies with respect to our executive officers,
and considers whether any of those plans or policies creates risks that are
likely to have a material adverse effect on the Company.
The Company intends to try to expand the
Board of Directors and its committees in the future by appointing and
nominating for election new independent members to fill the vacancies that
currently exist on the Board of Directors. While our Board of Directors
oversees our management of risk as outlined above, management is responsible
for identifying and managing risks.
Nominations
Process and Director Qualifications
The Board of Directors has not yet
established a nominating or corporate governance committee. The current small
size of the Board has not yet made the formation of those committees feasible.
Accordingly, the Board of Directors reviews the skills and characteristics
required of Board members. All of the current members of the Board of
Directors are involved in the nomination consideration process. The Board will
consider a candidate's independence, as well as the perceived needs of the
Board and the candidate's background, skills, business experience and expected contributions.
At a minimum, members of the Board must possess the highest professional
ethics, integrity and values, and be committed to representing the long-term
interests of our shareholders. The Company does not have a particular policy
regarding considering potential candidates for nomination for election as
directors that may be suggested by our shareholders. We believe that we would
give them the same consideration as other candidates.
They must also have an inquisitive and
objective perspective, practical wisdom and mature judgment. The Board may also
take into account the benefits of diverse viewpoints, as well as the benefits
of constructive working relationships among directors. The Board considers
diverse viewpoints based on the diversity of the career experiences among
potential candidates, diversity of their respective expertise, diversity of
their respective educational backgrounds, and the diversity of their respective
charitable, cultural and social interests as those interests may pertain to the
advice they render and the network of relationships they bring for the benefit
of the Company. The success of the nomination process, and in particular its
achieving diversity, is evaluated by the whole Board based on whether its
members fulfill the Company's needs for advice, expertise, guidance and
relationships, or whether and to what extent the Company must hire outside
professionals to fulfill those needs.
The Board of Directors also reviews and
determines whether existing members of the Board should stand for re-election,
taking into consideration matters relating to the number of terms served by
individual directors and the changing needs of the Board. We do not have a
limit on the number of terms an individual may serve as a director on our
Board.
The Board of Directors utilizes a variety
of methods for identifying and evaluating nominees for director. The Board regularly
assesses the appropriate composition, size and independence of the Board, and
whether any vacancies are expected due to change in employment or otherwise.
In the event that vacancies are anticipated, or otherwise arise, the Board
considers various potential candidates for director. Candidates are evaluated
at regular or special meetings of the Board of Directors, and may be considered
at any point during the year. The Board will consider shareholder
recommendations for candidates for the Board that are properly submitted in the
same manner it considers nominees from other sources. In evaluating such
recommendations, the Board will use the qualifications standards described
above and will seek to achieve a balance of knowledge, experience and
capability on the Board.
In the future the Company will seek to add new independent directors to
its Board of Directors by appointing or nominating them for election to fill
vacancies that now exist on the Board. When making determinations
regarding independence, the Board of Directors will periodically evaluate the
independence of
-12-
each member and prospective member of the Board of Directors. The Board of
Directors will analyze whether a director or candidate is independent by
evaluating, among other factors, the following:
-
whether the person, or any of such
person's family members, has accepted any compensation from us in excess of
$120,000 during any period of twelve consecutive months within the three years
preceding the determination of independence, other than (i) as compensation for
Board or Board committee service, (ii) compensation paid to a family member who
is employed by us other than as an executive officer, or (iii) benefits under a
tax-qualified retirement plan or non-discretionary compensation;
-
whether the person has any
material relationship with us, either directly, or as a partner, stockholder or
officer of an organization with which we have a relationship;
-
whether the person is our current
employee or was one of our employees within three years preceding the date of
determination;
-
whether the person is, or in the
three years preceding the date of determination has been, affiliated with or
employed by (i) a present internal or external auditor of ours or any affiliate
of such auditor or (ii) any former internal or external auditor of ours or any
affiliate of such auditor, which performed services for us within three years
preceding the date of determination;
-
whether the person is, or in the
three years preceding the date of determination has been, part of an
interlocking directorate, in which one of our executive officers serves on the
compensation committee of another company that concurrently employs the
director as an executive officer;
-
whether the person receives any
compensation from us, other than fees or compensation for service as a member
of the Board of Directors and any of its committees, including reimbursement
for reasonable expenses incurred in connection with such service, and for
reasonable educational expenses associated with Board of Directors or committee
membership matters;
-
whether an immediate family member
of the person is one of our current executive officers or was an executive
officer within three years preceding the date of determination;
-
whether an immediate family member
of the person is, or in the three years preceding the date of determination has
been, affiliated with or employed in a professional capacity by (i) a present
internal or external auditor of ours or any of our affiliates or (ii) any of
our former internal or external auditors or any affiliate of ours which
performed services for us within three years preceding the date of
determination; and
-
whether an immediate family member
of the person is or in the three years preceding the date of determination has
been part of an interlocking directorate in which one of our executive officers
serves on the compensation committee of another company that concurrently
employs the immediate family member of the member of the Board of Directors as
an executive officer.
The above list is not exhaustive and the
Board of Directors considers all other factors which could assist it in its
determination that a person has no material relationship with us that could
compromise that person's independence.
Risk
Considerations in our Compensation Programs
We have reviewed our compensation structures and policies as they pertain
to risk and have determined that our compensation programs do not create or
encourage the taking of risks that are reasonably likely to have a material
adverse effect on the Company. In reaching this conclusion, the Board
examined all of its compensation arrangements and the authority and autonomy of
its employees and consultants who receive the compensation. The Board
assesses whether the compensation arrangement is excessively weighted towards
incentives that would encourage an autonomous employee or consultant to endanger
the Company.
-13-
Based on a review of these factors, the small size of the Company, the
limited autonomy of its employees and consultants, and the fact that bonuses are
discretionary and subject to the approval of the whole Board, the Board has
determined that our compensation programs do not encourage the taking of excess
risk.
Communications
with the Board of Directors
Stockholders may contact the Board of Directors about
bona fide issues or questions regarding ESI by sending an email to Desmond
Wheatley at desmond.wheatley@envisionsolar.com or by writing the Corporate
Secretary at the following address:
Envision Solar International, Inc.
Attn: Corporate Secretary
5660 Eastgate Drive
San Diego, California 92121
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of
the Exchange Act requires our officers and directors, and certain persons who
own more than 10% of a registered class of our equity securities (collectively,
"Reporting Persons"), to file reports of ownership and changes in ownership ("Section
16 Reports") with the Securities and Exchange Commission. Reporting Persons
are required by the SEC to furnish us with copies of all Section 16 Reports
they file.
Based solely on our review of the copies of such
Section 16 Reports received by us, or written representations received from
certain Reporting Persons, not all Section 16(a) filing requirements applicable
to our Reporting Persons during and with respect to the fiscal year ended
December 31, 2015 have been complied with on a timely basis.
CERTAIN
RELATIONSHIPS
AND
RELATED PARTY TRANSACTIONS
During the year ended December 31, 2015, the Company
made cash payments totaling $76,000, accrued an additional $22,500, and
additionally issued 373,107 shares of the Company's common stock with a total
value of $54,000 to GreenCore Capital, LLC ("GreenCore") for professional
services provided to the Company as detailed in that certain consulting
agreement by and between the Company and GreenCore, dated March 28, 2014. Subsequently,
during the nine months ended September 30, 2016, the Company made cash payments
totaling $62,500, has an accrued payable of $34,000, and additionally issued 464,115
shares of the Company's common stock with a total value of $81,000 to
GreenCore. Jay Potter, our director, is the managing member of GreenCore.
During the year ended December 31, 2015, pursuant to a
lease agreement between the Company and Desmond Wheatley, the Company made cash
payments to Desmond Wheatley, our president and chief executive officer and
director, totaling $13,480 for the lease of a vehicle owned by Mr. Wheatley but
used exclusively by the Company for Company business. The lease was terminated
in 2015.
During the year ended December 31, 2015, and in
consideration for the Master Unconditional Limited Guaranty between Silicon
Valley Bank ("Bank") and Keshif Ventures LLC ("Keshif") (the "Guaranty") of the
Company's obligations extended under a Loan and Security Agreement with the Bank,
the Company issued 571,429 shares of its common stock with a value of $85,714 to Keshif, a shareholder owning more than 10% of the Company's common stock
outstanding, pursuant to a Stock Purchase Agreement. Further, related
to the Guaranty issued by Keshif, the Company is obligated to issue additional
shares of its common stock based on the formula as defined in the Stock Purchase
Agreement made by us with Keshif related to the Guaranty. The Company is
obligated to issue 147,493 shares of its common stock in October 2016 with a
contractual value of $25,000 to Keshif for the Guaranty. The value of this
share issuance is being expensed over the remaining period of the Guaranty
currently maturing on October 29, 2016.
In September 2016, GreenCore Capital, LLC, an
affiliate of Jay S. Potter, a director of the Company, completed payment for
the purchase, on behalf of itself and several third parties, of: (a) a 10%
convertible promissory note in the outstanding principal amount of $600,000,
payable by the Company, and (b) a total of 11,578,440 shares of the Company's
common stock from Robert Noble, a prior director and executive officer of the
Company, for total cash consideration of $1,332,633. The closing of the
transaction is pending. GreenCore Capital, LLC disclaims and will not at
any time have any beneficial interest in the 10%
-14-
convertible promissory note. The outstanding balance of the note is
convertible by its holders into shares of the Company's common stock at a
conversion price of $0.15 per share.
In 2009, the Company executed a 10%
convertible note payable in the amount of $102,236 due December 31, 2010 to
John Evey for amounts loaned to the Company. Mr. Evey joined the Board of
Directors on April 27, 2010. Through a series of extensions, the maturity date
of the note was extended to December 31, 2016. During the year ended December 31, 2015, in lieu of interest payments,
the Company made principal payments on this note amounting to $12,000. The
balance of the note as of December 31, 2015 was $86,616 with accrued and unpaid
interest amounting to $36,749. During the nine months ended September 30, 2016,
in lieu of interest payments, the Company made principal payments on this note
amounting to $9,000. The balance of the note as of September 30, 2016 was $77,616
with accrued and unpaid interest amounting to $45,967.
III. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as
of September 30, 2016 regarding the beneficial ownership of our common stock by
(i) each person or entity who, to our knowledge, beneficially owns more than 5%
of our common stock; (ii) each executive officer and named officer; (iii) each
director; and (iv) all of our officers and directors as a group. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of common stock
subject to options or warrants held by that person that are currently
exercisable or become exercisable within 60 days of September 30, 2016 are
deemed outstanding even if they have not actually been exercised. Those
shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person. Unless otherwise indicated in the
footnotes to the following table, each of the stockholders named in the table
has sole voting and investment power with respect to the shares of our common
stock beneficially owned. Except as otherwise indicated, the address of each
of the stockholders listed below is: c/o 5660 Eastgate Dr, San Diego,
California 92121.
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned (1)
|
|
Percentage Beneficially Owned (2)
|
|
|
|
|
|
John
Evey
|
|
1,051,175 (3)
|
|
0.89%
|
Jay
Potter
|
|
14,082,684 (4)
|
|
12.04%
|
Anthony
Posawatz
|
|
222,222 (5)
|
|
0.19%
|
Peter
Davidson
|
|
62,500 (5)
|
|
0.05%
|
Desmond
Wheatley
|
|
- (6)
|
|
-
|
Chris
Caulson
|
|
- (7)
|
|
-
|
Keshif
Ventures, LLC
|
|
25,904,762 (8)
|
|
22.16%
|
All
officers and directors as
a group (6 persons)
|
|
15,418,581
|
|
13.12%
|
-
Shares of common stock beneficially owned and the
respective percentages of beneficial ownership of common stock assume the
exercise by such person of all options, warrants and other securities convertible
into common stock beneficially owned by such person or entity currently
exercisable or exercisable within 60 days of September 30, 2016.
-
Based on 116,895,334 shares of our common stock
outstanding as of September 30, 2016.
-
Does not include 1,000,000 shares
of common stock issuable upon the exercise of options which
are subject to a Deferral Agreement. Includes 617,915 shares of common
stock to be issued with the conversion of a convertible note payable by the
Company.
-
Includes 1,041,166 shares of common stock owned
directly. Includes 13,041,518 shares of common stock owned by GreenCore
Capital LLC for which Mr. Potter is the managing member. Reflects the fact that
GreenCore Capital, LLC disclaims any beneficial interest in the Company's 10% convertible
note to be purchased from Robert Noble. Does not include 1,000,000 shares of
common stock issuable upon the exercise of options which
are subject to a Deferral Agreement. Does not include 194,369 shares of
common stock issuable upon the exercise of stock warrants which are subject to
a Deferral Agreement.
-15-
-
Includes shares released to the director
representing the earned portion of a stock grant for a three year term of Board
service.
-
Does not include 4,320,000 shares
of common stock issuable upon the exercise of options which
are subject to a Deferral Agreement.
-
Does not include 2,700,000 shares
of common stock issuable upon exercise of options which
are subject to a Deferral Agreement.
-
Includes 25,904,762 shares of
common stock. Does not include 10,666,666 shares of common stock issuable upon
the exercise of warrants which are subject to a
Deferral Agreement. Does not include 147,493
shares of common stock the Company is obligated to issue to it in October 2016. The
address of this shareholder is 990 Highland Dr., Suite 314, San Diego,
California 92075.
-16-
IV. EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Executive officers of the Company, and
their ages as of September 30, 2016, are as follows:
Name
|
Age
|
Current
Position with ESI
|
Desmond Wheatley
|
50
|
President and Chief Executive Officer, Secretary,
and Director
|
Chris Caulson
|
47
|
Chief Financial Officer, and Treasurer
|
See section entitled "Nominees"
under Proposal No. 1, Election of Directors above, for a brief description of
the business experience and educational background of Mr. Wheatley.
CHRIS CAULSON has been our chief
financial officer since August 2011 and previously led our accounting and
finance functions since June 2010. Mr. Caulson brings over 24 years of financial
management experience including security infrastructure and technology
integration, wireless communications, and telecommunications industries. From
2004 into 2009, Mr. Caulson held various positions including Vice President of
Operations and Finance of ENS, the largest independent technology systems
integrator in the United States and a wholly-owned division of Kratos Defense
& Security Solutions, Inc. In this role, Mr. Caulson was responsible for
the operational and financial execution of multiple subsidiaries and well over
$100 million of integration projects including networks for security, voice and
data, video, life safety and other integrated applications. Prior to
2004, Mr. Caulson was chief financial officer of Titan Wireless, Inc., a $200
million international telecommunications division of Titan Corp (subsequently
purchased by L-3.). Mr. Caulson, who has a Bachelor of Accountancy degree from the University of San Diego, began
his career with the public accounting firm Arthur Andersen.
Mr.
Caulson's qualifications:
-
Leadership experience - Mr.
Caulson has been our chief financial officer since August 2011 and has held
similar positions in multiple other companies.
-
Finance experience - Mr. Caulson
has over 25 years of experience in financial related positions and was an
external auditor in the public accounting firm of Arthur Andersen.
-
Industry experience - Mr. Caulson
has held multiple financial related executive positions in publically traded
companies.
-
Education experience - Mr. Caulson
received a Bachelor of Accountancy degree from the University of San Diego.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The following Compensation Discussion and Analysis
describes the material elements of compensation for our executive officers
identified in the Summary Compensation Table ("Named Executive Officers"), and
executive officers that we may hire in the future. As more fully described
below, our Board's compensation committee reviews and recommends policies,
practices, and procedures relating to the total direct compensation of our
executive officers, including the Named Executive Officers, and the
establishment and administration of certain of our employee benefit plans to
our Board.
Compensation Program Objectives and Rewards
Our compensation
philosophy is based on the premise of attracting, retaining, and motivating
exceptional leaders, setting high goals, working toward the common objectives of
meeting the expectations of customers and stockholders, and rewarding
outstanding performance. Following this philosophy, we consider all relevant
factors in determining executive compensation, including the competition for
talent, our desire to link pay with performance, the use of equity to align
-17-
executive interests with those of
our stockholders, individual contributions, teamwork, and each executive's total
compensation package. We strive to accomplish these objectives by
compensating all executives with compensation packages consisting of a
combination of competitive base salary and incentive compensation.
The compensation received by our Named Executive
Officers is based primarily on the levels at which we can afford to retain them
and their responsibilities and individual contributions. Our compensation
policy also reflects our strategy of minimizing general and administration
expenses and utilizing independent professional consultants. To date, we have
not applied a formal compensation program to determine the compensation of the
Named Executives Officers. In the future, our compensation committee and Board
expect to apply the compensation philosophy and policies described in this
section of our annual report.
The primary purpose of the compensation and benefits
we consider is to attract, retain, and motivate highly talented individuals who
will engage in the behavior necessary to enable us to succeed in our mission,
while upholding our values in a highly competitive marketplace. Different
elements are designed to engender different behaviors, and the actual incentive
amounts which may be awarded to each Named Executive Officer are subject to the
annual review of our compensation committee who will make recommendations
regarding compensation to our Board. The following is a brief description of
the key elements of our planned executive compensation structure.
-
Base salary and benefits are
designed to attract and retain employees over time.
-
Incentive compensation awards are
designed to focus employees on the business objectives for a particular year.
-
Equity incentive awards, such as
stock options and non-vested stock, focus executives' efforts on the behaviors
within the recipients' control that they believe are designed to ensure our
long-term success as reflected in increases to our stock prices over a period
of several years, growth in our profitability and other elements.
-
Severance and change in control
plans are designed to facilitate a company's ability to attract and retain
executives as we compete for talented employees in a marketplace where such
protections are commonly offered.
Benchmarking
We have not yet adopted benchmarking but may do so in
the future. When making compensation decisions, our compensation committee and
Board may compare each element of compensation paid to our Named Executive
Officers against a report showing comparable compensation metrics from a group
that includes both publicly-traded and privately-held companies. Our Board believes
that while such peer group benchmarks are a point of reference for measurement,
they are not necessarily a determining factor in setting executive
compensation. Each executive officer's compensation relative to the benchmark
varies based on the scope of responsibility and time in the position. We have
not yet formally established our peer group for this purpose.
The Elements of ESI's Compensation Program
Base Salary.
Executive
officer base salaries are based on job responsibilities and individual
contribution. Our compensation committee or Board review the base salaries of
our executive officers, including our Named Executive Officers, considering
factors such as corporate progress toward achieving objectives (without
reference to any specific performance-related targets) and individual
performance experience and expertise. Additional factors reviewed by our
compensation committee and Board in determining appropriate base salary levels
and raises include subjective factors related to corporate and individual
performance. For the year ended December 31, 2015, all executive officer base
salary decisions were approved by the Board.
Incentive Compensation Awards.
The Named Executives have not been paid bonuses and
our compensation committee has not yet recommended a formal compensation policy
for the determination of bonuses. If our revenue grows and bonuses become
affordable and justifiable, we expect to use the following parameters in
justifying and quantifying bonuses for our Named Executive Officers and other
officers of Envision: (1) the growth in our revenue, (2) the growth in our
gross profit (3) the growth in our earnings before interest, taxes,
depreciation and amortization, as adjusted ("EBITDA"), (4) achievement of other
corporate goals as outlined by the Board and (5) our stock price. The Board has
not adopted specific performance goals and target bonus amounts, but may do so
in the future.
-18-
Equity Incentive Awards.
In order to provide an incentive to attract and retain
directors, officers, and other employees whose services are considered
valuable, to encourage a sense of proprietorship and to stimulate an active
interest of such persons in our development and financial success, on August
10, 2011, the Board approved and caused the Company to adopt a new equity
incentive plan (the "2011 Plan"), pursuant to which 31,500,000 shares of our
common stock are reserved for issuance as awards to employees, directors, officers,
consultants and other service providers. This 2011 Plan was ratified by our
shareholders in 2012.
On
February 12, 2016, the Company issued 200,000 stock options to each of the three
non- executive directors that served as a director during 2015, other than Mr.
Moody, for a total of 600,000 stock options. These options were granted
as compensation for the services provided in 2015, vested immediately, and were
valued using the Black-Scholes option pricing methodology. Jay Potter and
John Evey each received 200,000 options exercisable at a price of $0.125 per
share for a period of 10 years from the date of grant, with a combined total
valuation of $40,100. Robert Noble, our former chairman, received 200,000
options exercisable at a price of $0.1375 per share for a period of 5 years
from the date of grant for a total valuation of $15,493. From January 1,
2015 through September 30, 2016, there were no additional stock options issued
to any members of the Board of Directors or executive officers of the Company.
During
the year ended December 31, 2015, the Company released 347,220 shares of common
stock with a per share fair value of $0.15, or $52,082 (based on the market
price at the time of the agreement), to two directors for their service as
defined in their respective Restricted Stock Grant Agreements.
Additionally, although there were no new awards under
the 2007 or 2008 Plans granted since 2011, there are prior awards outstanding
under ESI's 2008 Plan to former officers and advisors. The 2007 Plan was
terminated in March 2012.
Benefits and Prerequisites.
At this stage of our business we have limited benefits
and no prerequisites for our employees other than vacation benefits. We do not
have a 401(k) Plan or any other retirement plan for our Named Executive
Officers. We may adopt these plans and confer other fringe benefits for our
executive officers in the future if our business grows sufficiently to enable
us to afford them.
Separation and Change in Control Arrangements.
On August 10, 2011, the Company entered into
employment agreements with its Chief Executive Officer and its Chief Financial
Officer. The term of the agreements was through January 1, 2016. The agreements
called for a payment to the executive employee equal to one year of salary plus
100% of his bonus potential if the executive is terminated for reasons other
than mutual agreement, executive's death, executive's breach, or upon
disability of the executive, as defined. If the executive is terminated as a
result of a change of control, as defined, then the executive would receive a
payment equal to two years of annual compensation and 100% of his bonus
potential for such two year period.
There were no other employment agreements outstanding
as of December 31, 2015 or September 30, 2016.
Compensation Committee
Report
Management of the Company has prepared the
Compensation Discussion and Analysis describing the Company's compensation
program for senior executives, including the named executive officers. The
compensation committee of ESI has reviewed and discussed with management the
Compensation Discussion and Analysis for fiscal year 2016 and, based on such
review and discussions, the compensation committee recommended to the Company's
Board of Directors that the Compensation Discussion and Analysis be included in
this proxy statement.
This
report is submitted by the compensation committee, consisting of:
John
Evey
Jay
S. Potter
Executive Compensation Tables
The following
Summary Compensation Table sets forth, for the years indicated, all cash
compensation paid, distributed or accrued for services rendered in all
capacities by our Chief Executive Officer and all other compensated executive
officers, as determined by reference to total compensation for the fiscal
periods
-19-
ended December 31, 2015 and
December 31, 2014, who were serving as executive officers at December 31, 2015
and former executive officers, who received or are entitled to receive
remuneration in excess of $100,000 during each of those fiscal periods.
Summary
Compensation Table
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Option Awards (1)
|
Non-Equity Incentive Plan Compensation
|
Non-Qualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
|
|
|
|
|
|
|
|
|
Desmond
Wheatley (1),
|
2015
|
$200,000
|
0
|
0
|
0
|
0
|
0
|
$200,000
|
Chief
Executive Officer
|
2014
|
$200,000
|
0
|
0
|
0
|
0
|
0
|
$200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris
Caulson (2),
|
2015
|
$165,000
|
0
|
0
|
0
|
0
|
0
|
$165,000
|
Chief
Financial Officer
|
2014
|
$165,000
|
0
|
0
|
0
|
0
|
0
|
$165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
as a Group
|
2015
|
$365,000
|
0
|
0
|
0
|
0
|
0
|
$365,000
|
|
2014
|
$365,000
|
0
|
0
|
0
|
0
|
0
|
$365,000
|
(1) Mr. Wheatley was appointed Chief Executive
Officer on August 10, 2011.
(2) Mr. Caulson was appointed Chief Financial Officer
on August 10, 2011.
The
following table summarizes the total outstanding non-incentive equity awards as
of December 31, 2015, for each named executive officer:
Outstanding Equity Award Table
Name
|
Number of securities underlying unexercised-number exercisable
|
Number
of securities underlying unexercised-number
unexercisable
|
Option exercise price($)
|
Option expiration date
|
|
|
|
|
|
Desmond
Wheatley
Chief Executive Officer
|
4,320,000
|
0
|
$0.27
|
August 9, 2021
|
|
|
|
|
|
|
|
|
|
|
Chris
Caulson,
Chief
Financial Officer
|
2,700,000
|
0
|
$0.27
|
August 9, 2021
|
Agreements
with Executive Officers
As of September 30, 2016, there
were no employment agreements with any executive officer. On October 18, 2016,
the Company entered into a five-year employment agreement, effective as of
January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer and
President of the Company (the "Agreement"). Pursuant to the Agreement, Mr.
Wheatley will receive an annual salary of $250,000 per annum, which will be paid
(i) in twenty-four installments of $8,333.33 each on the fifteenth and last day
of each month and (ii) twenty-four installments of $2,083.34, on the same dates,
which Mr. Wheatley will defer until such time as Mr. Wheatley and the Board of
Directors agree that payment of the deferred salary and/or cessation of the
deferral is appropriate. In certain circumstances upon the Company
achieving specified milestones, which are described in the Agreement, Mr.
Wheatley can demand payment of all or any portion of the deferred amount, and
the Company must comply with such demand. All deferred amounts will be
evidenced by an unsecured convertible promissory note payable by the Company to
Mr. Wheatley, bearing simple interest at the rate of 10% per annum, accruing
until paid, convertible into shares of the Company's common stock at $0.15 per
share (subject to appropriate adjustment in the event of stock dividends, stock
splits, recapitalizations, and similar extraordinary transactions) at any time
in whole or in part at Mr. Wheatley's discretion, with a maturity date of
December 31, 2020. Additionally, pursuant to the Agreement, on
-20-
October 18, 2016, Mr. Wheatley was granted 4,350,000 stock
options to purchase 4,350,000 shares of the Company's common stock pursuant to
the Company's 2011 Stock Incentive Plan, exercisable at an exercise price of
$0.15 per share for a period of ten years from the date of grant, vesting as
follows: 1,450,000 on October 18, 2016, 1,450,000 on January 1, 2017, and
1,450,000 on January 1 2018.
2008 Stock Option Plan
On February 12, 2010, in connection with
our reverse merger with Envision Solar International, Inc., a California
corporation, we adopted the 2008 Stock Option Plan pursuant to which shares of
Envision CA common stock were reserved for issuance as awards to employees,
directors, consultants and other service providers. The purpose of the 2008
Plan is to provide an incentive to attract and retain directors, officers,
consultants, advisors and employees whose services are considered valuable, to
encourage a sense of proprietorship and to stimulate an active interest of such
persons in our development and financial success. Under the 2008 Plan, we are
authorized to issue incentive stock options intended to qualify under Section
422 of the Code and non-qualified stock options. The incentive stock options
may only be granted to employees. Nonstatutory stock options may be granted to
employees, directors and consultants. The 2008 Plan will continue to be
administered by our Board until such time as such authority has been delegated
to a committee of the Board. On a post-Merger basis, 5,867,007 stock options
have been granted to date and remain outstanding under the 2008 Plan.
2011 Equity Incentive Plan
On August 10, 2011, in order
to provide an incentive to attract and retain directors, officers, consultants,
advisors and employees whose services are considered valuable, to encourage a
sense of proprietorship and to stimulate an active interest of such persons in
our development and financial success, the Company, through its Board of
Directors, adopted a new equity incentive plan (the "2011 Plan"),
pursuant to which 30,000,000 shares (plus annual increases as defined in the
plan) of our common stock are reserved for issuance as awards to employees,
directors, consultants and other service providers. Under the 2011 Plan, we
are authorized to issue incentive stock options intended to qualify under
Section 422 of the Code and non-qualified stock options. The incentive stock
options may only be granted to employees. Nonstatutory stock options may be
granted to employees, directors and consultants. The 2011 Plan will continue
to be administered by our Board of Directors until such time as such authority
has been delegated to a committee of the Board of Directors. The 2011 Plan was
ratified by our shareholders in 2012. To date, 9,520,000 stock options have
been granted and remain outstanding under the 2011 Plan.
-21-
Director
Compensation
The following Summary Compensation Table sets forth
all compensation paid, distributed or accrued for services rendered in the
capacities of non-executive Board members through September 30, 2016.
Name
|
Fees earned or cash paid
|
Year
|
Option Awards ($)(1)
|
Stock Awards ($)(2)
|
All other compensation
|
Total ($)
|
John Evey
|
0
|
2016
|
20,050(3)
|
37,500(4)
|
0
|
57,550
|
|
0
|
2015
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
Jay Potter
|
0
|
2016
|
20,050(3)
|
37,500(4)
|
0
|
57,550
|
|
0
|
2015
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
Anthony Posawatz
|
0
|
2016
|
0
|
33,333(5)
|
0
|
33,333
|
|
|
|
|
|
|
|
Peter Davidson
|
0
|
2016
|
0
|
9,375(6)
|
0
|
9,375
|
|
|
|
|
|
|
|
Don Moody
|
0
|
2016
|
0
|
20,833(7)
|
0
|
20,833
|
|
0
|
2015
|
0
|
41,666 (7)
|
0
|
41,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Noble (8)
|
0
|
2016
|
15,493(3)
|
0
|
0
|
15,493
|
|
0
|
2015
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Feller
|
0
|
2015
|
0
|
10,416 (9)
|
0
|
10,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Schneider (10)
|
0
|
2015
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
All Directors as a
|
0
|
2016
|
55,593
|
138,541
|
0
|
194.134
|
Group
|
|
2015
|
0
|
52,082
|
0
|
52,082
|
|
|
|
|
|
|
|
____________________
-
This represents the fair value of
the award as of the grant date in accordance with FASB ASC Topic 718.
-
This represents the value of stock
released to the director during the identified period which is a portion of a
larger multiple year award issued to the director for applicable multiple year
services.
-
On February 12, 2016, the Company
issued 200,000 nonqualified stock options pursuant to our 2011 Plan to each of these
non-executive directors that served as directors during 2015, other than Mr.
Moody. These options were granted as compensation for the services provided in
2015, and vested immediately.
-
On February 12, 2016, the Board
approved a compensation program for all non executive directors that do not
otherwise have a pre-existing compensation plan. Starting for the 2016
year of service, Jay Potter and John Evey each received 1,000,000 shares of
common stock, with a per share value of $0.15 (based on contemporaneous cash
sales prices), or $150,000, that vests equally at the end of each calendar
quarter that such director remains in service as a director over a three year
period. The share issuances will be
proportionally expensed during the period in which they vest. The Company issued and released 249,999 of these
shares, with a value of $37,500, during the nine month period ended September
30, 2016 to each of John Evey and Jay Potter.
-
On February 19, 2016, Mr. Anthony Posawatz accepted an appointed as a new director of the Company effective
February 19, 2016. In consideration for Mr. Posawatz's acceptance to serve as a director of the Company, the
Company agreed to grant him 1,000,000 restricted shares of its common stock,
with a per share value of $0.15 (based on contemporaneous cash sales prices),
or $150,000, vesting according to the following vesting schedule: 27,777 per
month over a 36 month period commencing on March 31, 2016, issuable on the last
day of each
-22-
calendar quarter so long as Mr. Posawatz serves as a director of
the Company, subject to the grantee's right to waive vesting and issuance on a
quarterly basis. The share issuances will be proportionally expensed during the
period in which they vest. During the nine months ended September 30, 2016, the Company released 222,222 shares of common stock
with a per share fair value of $0.15, or $33,333 (based on the market price at the
time of the agreement), to Mr. Posawatz for his service as defined in this
respective Restricted Stock Grant Agreement.
-
On September 8, 2016, Mr. Peter W.
Davidson accepted an appointment as a new director of the Company, effective
September 8, 2016. In consideration for Mr. Davidson's acceptance to serve as a director of the Company, the
Company agreed to grant 750,000 restricted shares of its common stock to Mr. Davidson, vesting according to the following
vesting schedule: 62,500 shares or pro rata portion thereof per calendar
quarter over a 36 month period commencing on September 30, 2016, issuable on
the last day of each calendar quarter so long as Mr. Davidson serves as a
director of the Company, provided, that the first vesting is scheduled to occur
on September 30, 2016 and be for 62,500 shares. The Company intends to grant
up to an additional 750,000 restricted shares of its common stock to Mr.
Davidson based on Mr. Davidson achieving certain performance criteria to be
agreed upon by the Board of Directors after discussion with senior management
at a future date. During the nine months
ended September 30, 2016, the Company
released 62,500 shares of common stock with a per share fair value of $0.15, or
$9,375 (based on the market price at the time of the agreement), to Mr.
Davidson for his service as defined in this respective Restricted Stock Grant
Agreement.
-
On July 11, 2014, Mr. Don Moody
accepted an appointment as a new director of the Company effective July 11,
2014. In consideration for Mr. Moody's acceptance to serve as a director of
the Company, the Company granted 1,000,000 restricted shares of its common
stock to him, subject to the terms and conditions set forth in the Restricted
Stock Grant Agreement including but not limited to the following vesting
schedule: 166,672 shares on July 11, 2014 and then 69,444 shares on the last
day of each calendar quarter thereafter commencing on September 30, 2014. The
total value of this stock grant is $0.15 per share (based on contemporaneous
cash sales prices) or $150,000. The Company issued and released 138,888 of
these shares, with a value of $20,833, during the nine month period ended September
30, 2016. The Company issued and released 277,776 of these shares, with a value
of $41,666, during the twelve month period ended December 31, 2015. The Company
issued and released 305,560 of these shares, with a value of $45,834, during
the twelve month period ended December 31, 2014. Mr. Moody resigned from the Board
effective September 8, 2016.
-
Mr. Noble resigned as a
director on December 24, 2015.
-
On January 23, 2014, Mr. Paul H.
Feller accepted an appointment as a new director of the Company effective
January 23, 2014. In consideration for Mr. Feller's acceptance to serve as a
director of the Company, the Company granted 1,000,000 restricted shares of its
common stock to him, subject to the terms and conditions set forth in the
Restricted Stock Grant Agreement including but not limited to the following
vesting schedule: 166,672 shares on January 24, 2014 and then 69,444 shares on
the last day of each calendar quarter thereafter commencing on March 31, 2014.
The total value of this stock grant is $0.15 per share (based on
contemporaneous cash sales prices) or $150,000. The Company issued and released
69,444 of these shares, with a value of $10,416, during the twelve month period
ended December 31, 2015. Mr. Feller resigned as a director on April 30, 2015.
-
On April 2, 2014, Mr. John "Jack" Schneider accepted an
appointment as a new director of the Company effective April 2, 2014. In
consideration for Mr. Schneider's acceptance to serve as a director of the
Company, the Company granted 1,000,000 restricted shares of its common stock to
him, subject to the terms and conditions set forth in the Restricted Stock
Grant Agreement including but not limited to the following vesting schedule:
166,672 shares on April 2, 2014 and then 69,444 shares on the last day of each
calendar quarter thereafter commencing on June 30, 2014. The total value of
this stock grant is $0.15 per share (based on contemporaneous cash sales
prices) or $150,000. Mr. Schneider resigned from the Board on March 5, 2015.
-23-
INCORPORATION BY REFERENCE
In our filings with the SEC, information is sometimes "incorporated
by reference." This means that we are referring you to information that has
previously been filed with the SEC, so the information should be considered as part of
the filing you are reading.
This proxy statement is sent to you as part of the
proxy materials for the 2016 Annual Meeting of Stockholders. You may not
consider this proxy statement as material for soliciting the purchase or sale
of our common stock.
OTHER MATTERS
The Board of Directors knows of no other matters that
will be presented for consideration at the 2016 Annual Meeting. If any other
matters are properly brought before the meeting, it is the intention of the
persons named in the accompanying proxy to vote on such matters in accordance
with their best judgment.
No person is authorized to give any information or to
make any representation not contained in this Proxy Statement, and, if given or
made, such information or representation should not be relied upon as having
been authorized. This Proxy Statement does not constitute the solicitation of
a proxy, in any jurisdiction, from any person to whom it is unlawful to make
such proxy solicitation in such jurisdiction. The delivery of this Proxy
Statement shall not, under any circumstances, imply that there has not been any
change in the information set forth herein since the date of the Proxy
Statement.
FORWARD LOOKING STATEMENTS
This proxy statement contains
"forward-looking statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and involve substantial risks and uncertainties, which may
cause results to differ materially from those set forth in the statements. The
forward-looking statements may include, but are not limited to, statements made
in the Compensation Discussion and Analysis section of this proxy statement
regarding future actions and benefits relating to our executive compensation
programs. The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events, or otherwise. Forward-looking statements should be evaluated together
with the many uncertainties that affect our business, particularly those
mentioned under the heading "Risk Factors" in our annual report on Form 10-K (accompanying
this report), and in the periodic reports that we file with the SEC on Form
10-Q and Form 8-K.
By Order of the Board of Directors
/s/Desmond Wheatley
Desmond Wheatley
Chief Executive Officer
October
27, 2016
In some cases, only one Annual Report or Proxy
Statement is being delivered to multiple stockholders sharing an address unless
the Company has received contrary instructions from one or more of the
stockholders. The Company will furnish, without charge, a copy of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 or Proxy
Statement, to each stockholder residing at an address to which only one copy
was mailed. Requests for additional copies should be directed to: Corporate
Secretary, Envision Solar International, Inc., 5660 Eastgate Drive, San Diego,
California 92121 or by telephone at (858) 799-4583. Additionally, any
stockholders who are presently sharing an address and receiving multiple copies
of the Annual Report or Proxy Statement and who would rather receive a single
copy of these materials in the future may instruct the Company by directing
their request in the same manner.
-24-
ENVISION
SOLAR INTERNATIONAL, INC.
9270 Trade
Place
San Diego,
California 92126
(858)
799-4583
PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS, DECEMBER
19, 2016
PROXIES
ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE
ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED
TO SEND US A PROXY.
The undersigned hereby appoints Desmond
Wheatley, Chief Executive Officer of Envision Solar International, Inc., proxy,
with full power of substitution, for and in the name or names of the
undersigned, to vote all shares of Common Stock of Envision Solar International,
Inc. held of record by the undersigned at the Annual Meeting of Stockholders to
be held on December 19, 2016, at 4:00 p.m., Pacific Time, at 5660 Eastgate
Drive, San Diego, California 92121, and at any adjournment thereof, upon the
matters described in the accompanying Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged, and upon any other business
that may properly come before, and matters incident to the conduct of, the
meeting or any adjournment thereof. Said person is directed to vote on the
matters described in the Notice of Annual Meeting and Proxy Statement as
follows, and otherwise in their discretion upon such other business as may
properly come before, and matters incident to the conduct of, the meeting and
any adjournment thereof.
1. To
elect a Board of up to four (4) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been elected
and qualified:
Nominees: Jay S. Potter, Anthony Posawatz, Peter
Davidson and Desmond Wheatley:
[_] FOR: nominees listed above (except as marked
to the contrary below).
[_] WITHHOLD authority to vote for nominee(s)
specified below.
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), write the
applicable name(s) in the space provided below.
-1-
2. To ratify the
appointment of Salberg & Company, P.A. as independent accountants for the
fiscal year ending December 31, 2016:
[_] FOR
|
[_] AGAINST
|
[_] ABSTAIN
|
3. To approve, by
non-binding vote, executive compensation:
[_] FOR
|
[_] AGAINST
|
[_] ABSTAIN
|
4. To approve an
amendment to the Company's Articles of Incorporation in order to increase the
number of authorized shares of common stock from 162,500,000, par value $0.001
per share to 490,000,000, par value $0.001 per share and to authorize
10,000,000 shares of preferred stock, par value $0.001 per share.
[_] FOR
|
[_] AGAINST
|
[_] ABSTAIN
|
YOU ARE CORDIALLY INVITED TO
ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
THIS
PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED
"FOR" THE STATED PROPOSALS.
Number of shares owned
________________and voted hereby.
Name & Address of Shareholder
_____________________________
_____________________________
_____________________________
(VOID WITHOUT INFO)
|
|
|
Signature of Stockholder
|
|
|
|
|
|
Signature if held jointly
|
|
|
|
|
|
Dated: ___________________________,
20__
|
|
|
-2-
IMPORTANT: If
shares are jointly owned, both owners should sign. If signing as attorney,
executor, administrator, trustee, guardian or other person signing in a
representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
-3-