efoi_8k-072512.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 25, 2012
ENERGY FOCUS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
0-24230
|
|
94-3021850
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
| |
|
|
|
|
|
32000 Aurora Road
|
|
|
|
Solon, Ohio
|
|
44139
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(440) 715-1300
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
Energy Focus, Inc. (the "Company") held its Annual Meeting of Shareholders on July 25, 2012 in Solon, Ohio. A total of 23,531,953 shares of Common Stock, representing approximately 52.87% of the shares outstanding, were represented at the meeting. The matters voted upon and the results of the votes were as follows:
Proposal No. 1 – Election of Directors
| |
For
|
Withheld
|
|
Jennifer Cheng
|
23,058,228
|
473,725
|
|
Simon Cheng
|
23,051,963
|
479,990
|
|
John M. Davenport
|
23,171,616
|
330,337
|
|
J. James Finnerty
|
13,099,138
|
10,432,815
|
|
Joseph G. Kaveski
|
23,177,923
|
354,030
|
|
Paul von Paumgartten
|
23,322,729
|
209,224
|
|
R. Louis Schneeberger
|
23,202,583
|
329,370
|
The seven Directors lists above were elected to serve until the next annual meeting or until their respective successors are duly elected or appointed.
Proposal No. 2 – Proposal to Amend the Form of Certificate of Incorporation to increase the number of authorized shares of Common Stock from 60 million to 100 million
|
For
|
Against
|
Abstain
|
|
22,404,573
|
1,113,980
|
13,400
|
Proposal No. 3 – Approval of Amendment to the 1994 Employee Stock Purchase Plan to increase the number of shares of Common Stock authorized for issuance under the Plan from 400,000 to 600,000
|
For
|
Against
|
Abstain
|
|
22,437,178
|
1,084,775
|
10,000
|
Proposal No. 4 – Approval of Amendment to the 2008 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the Plan from 3,000,000 to 5,000,000
|
For
|
Against
|
Abstain
|
|
21,246,779
|
2,253,574
|
31,600
|
The shareholders approved all three amendments. The Company’s Proxy Statement for the Meeting filed with the Securities and Exchange Commission on June 15, 2012 provides more information about these proposals and the vote required for approval for each of them.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Dated: July 31, 2012
|
|
|
| |
|
|
| |
|
|
| |
ENERGY FOCUS, INC.
|
|
| |
|
|
|
| |
|
|
|
| |
By:
|
/s/ Mark J. Plush |
|
| |
Name: |
Mark J. Plush |
|
| |
Title: |
Chief Financial Officer
|
|