0001065949-12-000107.txt : 20120731 0001065949-12-000107.hdr.sgml : 20120731 20120731091045 ACCESSION NUMBER: 0001065949-12-000107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120725 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120731 DATE AS OF CHANGE: 20120731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Envision Solar International, Inc. CENTRAL INDEX KEY: 0001398805 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 208457250 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53204 FILM NUMBER: 12995431 BUSINESS ADDRESS: STREET 1: 7675 DAGGET STREET STREET 2: SUITE 150 CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: 858-799-4583 MAIL ADDRESS: STREET 1: 7675 DAGGET STREET STREET 2: SUITE 150 CITY: SAN DIEGO STATE: CA ZIP: 92111 FORMER COMPANY: FORMER CONFORMED NAME: Casita Enterprises, Inc. DATE OF NAME CHANGE: 20070508 8-K 1 evsiform8kjuly2012.txt 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 ENVISION SOLAR INTERNATIONAL, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 333-147104 26-1342810 ---------------------------- ------------------------ ------------------- (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (858) 799-4583 ------------------------------------------------------------- (Former name or former address if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 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. -------------------------------------------------------------- On July 25, 2012, the Company conducted an Annual Meeting of its Shareholders at its corporate offices at 7675 Dagget Street, Suite 150, San Diego, California, 92111. At the Annual Meeting of the Shareholders, the shareholders were asked to consider and vote upon the following proposals: 1. The election of four 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. The following persons were nominated to be directors of the Company: Robert Noble, Chairman, Jay S. Potter, John Evey and Desmond Wheatley. 2. Ratification of the 2011 Stock Incentive Plan for the Directors, Officers, Employees and Key Consultants of Envision Solar International, Inc. 3. Ratification of the appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. A quorum of shareholders was present at the meeting in person or by proxy. Based on the completed count of votes by the Inspector of Election for the shareholder meeting, the following shareholder vote was made for the following proposals with the following voting results: 1. PROPOSAL ONE: 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. The nominees were Robert Noble, Jay S. Potter, John Evey and Desmond Wheatley. FOR WITHHELD BROKER NON-VOTES ---------- --------- ---------------- Robert Noble: 22,317,435 874,144 9,906,894 Jay S. Potter: 21,983,518 1,208,061 9,906,894 John Evey: 22,317,320 874,259 9,906,894 Desmond Wheatley: 22,314,685 876,894 9,906,894 2. PROPOSAL TWO: To ratify the adoption of the 2011 Stock Incentive Plan for the Directors, Officers, Employees and Key Consultants of Envision Solar International, Inc. FOR AGAINST WITHHELD BROKER NON-VOTES ---------- --------- -------- ---------------- 21,281,593 1,615,232 294,754 9,906,894 3. PROPOSAL THREE: To ratify the appointment of Salberg & Company, P.A. as independent registered public accountants for the fiscal year ending December 31, 2012. FOR AGAINST WITHHELD BROKER NON-VOTES ---------- --------- -------- ---------------- 32,703,090 189,013 206,370 n/a -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENVISION SOLAR INTERNATIONAL, INC. July 29, 2012 By: /s/ Desmond Wheatley ----------------------------------------- DESMOND WHEATLEY, CHIEF EXECUTIVE OFFICER -3-