Additional Proxy Soliciting Materials (definitive) (defa14a)
November 01 2016 - 1:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than
the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Real
Goods Solar, Inc.
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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EXPLANATORY NOTE
This proxy statement supplement, dated November 1, 2016, supplements
the definitive proxy statement (the “Proxy Statement”) of
Real Goods Solar, Inc.
(the “Company”)
, filed with the Securities and Exchange Commission on
October
7, 2016
, relating to the Company’s annual meeting of shareholders to be held on Wednesday, November 16, 2016. The
purpose of this proxy statement supplement is to correct an inadvertent error in Proposal 2 on page 8 of the Proxy Statement and
to update the number of issued and outstanding shares as of a date more recent than set forth in the Proxy Statement.
Proposal No. 2 proposes
to amend the Company’s 2008 Long-Term Incentive Plan (the “Incentive Plan”) to, among other things, increase
the number of shares of Class A common stock authorized for issuance under the Incentive Plan to a fixed amount equal to 15% of
the shares of Class A commons stock issued and outstanding on the date of the 2016 annual meeting of shareholders.
The third paragraph under
the heading “
Summary of the Incentive Plan
” on page 8 of the Proxy Statement incorrectly states that, if the
Company’s shareholders approve Proposal 2, the number of shares of Class A common stock that may be issued and outstanding,
or subject to awards outstanding, under the Incentive Plan would be fixed at an amount that is equal to 15% of the shares of Class
A common stock issued and outstanding on December 31, 2016. Instead of “December 31, 2016,” the language in question
should have stated “the date of the 2016 annual meeting of the shareholders.”
In order to correct the
error discussed above, the paragraph below replaces, in its entirety, the third paragraph under the heading “
Summary of
the Incentive Plan
” on page 8 of the Proxy Statement.
“If our
shareholders approve the amendment to the Incentive Plan described above, the maximum aggregate number of shares of Class A common
stock that may be issued and outstanding, or subject to awards outstanding, under the Incentive Plan would be fixed at an amount
that is equal to 15% of the shares of Class A common stock issued and outstanding on the date of the 2016 annual meeting of the
shareholders and no participant may receive awards under the Incentive Plan for more than 500,000 shares of Class A common stock
in any one fiscal year, subject to certain adjustments, such as in the event of a stock split. Currently the maximum aggregate
number of shares of Class A common stock that may be issued and outstanding, or subject to awards outstanding, under the Incentive
Plan cannot exceed 92,165 shares of Class A common stock, subject to adjustment as described below. Since 2008 and as of October
3, 2016, 25,687 shares have been issued as awards or upon exercise of options granted under the Incentive Plan. As of October 3,
2016, an immaterial number of shares of our Class A common stock were reserved for issuance upon exercise of outstanding options
and awards. Currently, no participant may receive awards under the Incentive Plan for more than 25,000 shares of our Class A common
stock in any one fiscal year, subject to certain adjustments, such as in the event of a stock split.”
As of October 28, 2016, there were 7,367,732 shares of the Company’s
Class A common stock issued and outstanding.
Except as specifically
supplemented by the information contained herein, all information set forth in the Proxy Statement remains unchanged.