8-K

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 reported event): December 28, 2007

Commission File No. 001-33399

COMVERGE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	22-3543611
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

120 Eagle Rock Avenue, Suite 190

East Hanover, New Jersey 07936

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (973) 884-5970

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On December 28, 2007, Mr. T. Wayne Wren, Jr. tendered his resignation as Executive Vice President, General Counsel and Secretary of Comverge, Inc., a Delaware corporation, effective as of December 31, 2007. Mr. Wren, who is retiring from Comverge after six years of service, will continue to work with Comverge as a consultant focusing on mergers, acquisitions and other strategic opportunities at the company's request. Effective January 1, 2008, Matthew H. Smith, who currently serves as Comverge's Senior Counsel, will replace Mr. Wren as Vice President, General Counsel and Secretary of Comverge.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Uncertificated Shares

On December 28, 2007, Comverge's Board of Directors approved Amendment No. 1 to Second Amended and Restated Bylaws of Comverge, Inc. The Second Amended and Restated Bylaws were previously filed as Exhibit 3.2 to Comverge's Registration Statement on Form S-1 (File No. 333-137813). The amendment amended Section 7.1 to clarify that the company is authorized to issue shares of its capital stock in uncertificated form.

The foregoing summary description of Amendment No. 1 to Comverge's Bylaws is qualified in its entirety by reference to the full text of Amendment No. 1 to Second Amended and Restated Bylaws of Comverge, Inc., a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosures

On January 4, 2008, Comverge announced the promotion of certain executive staff members and the resignation of Mr. T. Wayne Wren, Jr. as Executive Vice President, General Counsel and Secretary of Comverge A copy of the press release announcing the promotions and the resignation is furnished herewith.

Item 9.01 Financial Statements and Other Exhibits

Exhibit No.	Description
3.1	Amendment No. 1 to Second Amended and Restated Bylaws of Comverge, Inc. (filed herewith)
99.1	Press release, dated January 4, 2008 (furnished herewith)

SIGNATURES

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.

COMVERGE, INC.

By: /s/ Michael Picchi

Name: Michael Picchi

Title: Chief Financial Officer

Dated: January 4, 2008

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3.1 Amendment No. 1 to Second Amended and Restated Bylaws of Comverge, Inc. (filed herewith)

99.1 Press release, dated January 4, 2008 (furnished herewith)

EX-3.1

Exhibit 3.1

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BYLAWS

OF

COMVERGE, INC.

Recitals

WHEREAS, Section 10.12 of the Second Amended and Restated Bylaws of Comverge, Inc. (the "Bylaws") provide that the Bylaws may be amended by the affirmative vote of a majority of the number of directors then in office; and

WHEREAS, by unanimous written consent, the Board of Directors Comverge, Inc. approved this Amendment No. 1 to Second Amended and Restated Bylaws.

NOW, THEREFORE, pursuant to its authority under Section 10.12 of the Bylaws, the Board of Directors of Comverge, Inc. has amended the Bylaws pursuant to this Amendment No. 1, as adopted in that certain Action by Unanimous Written Consent dated December 28, 2007, as follows:

Amendment

Amendment of Section 7.1 Section 7.1 of the Second Amended and Restated Bylaws be, and hereby is, amended and restated in its entirety to read as follows:

"Certificates. The shares of the Corporation shall be represented by a certificate, unless the Board of Directors adopts a resolution permitting shares to be uncertificated. Certificates shall be signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Vice-Chairman of the Board, the President or a Vice-President, and (b) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation."

IN WITNESS WHEREOF, I have hereunto subscribed my name as of December 28, 2007.

/s/ Thomas Wayne Wren, Jr.

Thomas Wayne Wren, Jr.

Secretary of Comverge, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Comverge Announces New Executive Officers and Promotions

East Hanover, NJ: January 4, 2008 - Comverge, Inc. (NASDAQ: COMV), a leading clean capacity provider through demand response and energy efficiency, announced today that it recently promoted key executive staff, adding depth and experience to its executive team. These additions and promotions are as follows:

• Mr. Matthew H. Smith has been promoted to Vice President and General Counsel. Mr. Smith will manage the company's legal department, including both outside counsel activities and all company legal activities. As our senior counsel for the last three years, Mr. Smith has played a key role in the daily legal activities of Comverge and specifically in managing the legal aspects of our contract negotiations.

• Mr. Mark Schaefer has been promoted to Vice President of Risk Management and Administration. In this role, Mr. Schaefer will focus on quantifying and managing risks and the general administrative operations for the company.

• Mr. David Ellis has been named President of Clean Power Markets, a Comverge subsidiary focused on administration of state and regional Renewable Portfolio Standards. Mr. Ellis will remain active in his current Senior V.P. of Business Development role with Comverge's Enerwise Group while also leading our efforts to provide services to our customers in the area of renewable energy.

• Mr. Arthur (Bud) Vos' role with Comverge expanded, and he has been named Vice President of Marketing, Strategy and Regulatory Affairs. Mr. Vos will focus on our overall business strategies, including mergers and acquisitions, our marketing efforts and all regulatory affairs.

• Effective December 31, 2007, Mr. T. Wayne Wren retired as Executive Vice President and General Counsel. After 6 years of dedicated service, Mr. Wren will take on a new role as a consultant for the company focused on mergers and acquisitions and strategic business opportunities for Comverge.

"These personnel announcements are very exciting for me because they demonstrate the maturing of our organization as well as the talent, experience, and organizational depth that we have at our disposal. The executive management team has been significantly bolstered by these additions and promotions. With focus on our core values of Innovation, Customer Intimacy and Operational Excellence, these individuals provide the right talent and experience in their respective areas. I am pleased to announce their promotions and new roles as we start a new year", said Robert M. Chiste, President, Chairman and CEO of Comverge. Chiste continued, "I would also like to thank Wayne Wren for over six years of dedicated service to Comverge. Wayne started at Comverge shortly after I joined the company and has been an instrumental part of the executive team. We are extremely fortunate to have Wayne continuing to work with Comverge focusing on our M&A activities."

About Comverge:
Comverge is a leading provider of clean energy solutions that improve grid reliability and supply electric capacity on a more cost effective basis than conventional alternatives by reducing base load and peak load energy consumption. For more information, visit www.comverge.com.

For Comverge Investors:
This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance, including merger and acquisition events. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the company's business involving regulatory affairs, economic and competitive factors relating to merger and acquisitions, and other risks more fully described in our most recently filed Quarterly Report on Form 10-Q and other of the company's filings with the Securities and Exchange Commission. Comverge assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Contact:

Investor Relations Michael Picchi Chief Financial Officer 770-696-7660, invest@comverge.com Media Relations Chris Neff Director of Marketing 973-947-6064, cneff@comverge.com