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: April 20, 2016

Date of Earliest Event Reported: April 14, 2016

Principal Solar, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 333-196058 (Commission File Number)

2560 King Arthur Blvd Suite 124 PMB 65

Lewisville, TX 75056

(855) 774-7799

(Address and Telephone Number of Registrant's Principal

Executive Offices and Principal Place of Business)

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 April 14, 2016, the Company received written notice from Ms. Margaret Keliher, a director of Principal Solar, Inc. (the “Company”) and a member of the Company’s audit committee, that she was tendering her resignation. Ms. Keliher’s resignation was effective as of April 14, 2016.

Ms. Keliher tendered her resignation verbally during an April 14^th, 2016 meeting of the board of directors over a disagreement with management over the Company’s proposed disclosure in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which report was filed later that same day. The disagreement was related to the language included in that report regarding the departure of the Company’s Chief Financial Officer, and is more specifically detailed in Ms. Keliher’s letter of resignation, which was delivered to the Company later that same day and is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit No.     Description

99.1                 Letter of Resignation of Margaret Keliher as a Director and Audit Committee Member of Principal Solar, Inc. dated April 14, 2016.

SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PRINCIPAL SOLAR, INC.
Date: April 20, 2016	By:	/s/ Michael Gorton
		Michael Gorton,
		Chief Executive Officer

EX-99.1

Exhibit 99.1

MARGARET KELIHER


Dallas, Texas


April 14, 2016

Via Email

Michael Gordon

Chief Executive Officer

Principal Solar, Inc.

2560 King Arthur Blvd.

Suite 124 PMB 65

Lewisville, TX 75056

Re: Resignation as a Director and Audit Committee Member of Principal Solar, Inc.

Dear Michael:

I am resigning effective immediately, as a Director and member and Chair of the audit committee of Principal Solar, Inc. (the "Company"). I am sending a copy of this letter to the other members of the Company's Board of Directors out of respect for their roles.

Although I believe the reason for my resignation was made clear in our Board call earlier today, I want to be explicit. I am resigning because of a disagreement with management over the Company's proposed disclosure in the Company's Form 10-K for the fiscal year ended December 31, 2015, concerning the departure of Mr. David Pilotte, the Company's Chief Financial Officer and certain other officers of the Company. Specifically, I objected (directly and through my counsel) last week to the proposed language because it implies that the departure was a Company decision. The language proposed by the Company's management provides, in pertinent part, as follows:

"...the Company expects to make changes to its leadership team, including the expected departure concurrent with this filing of its Chief Financial Officer..."

That Company 'expectation' is as a result of Mr. Pilotte having submitted a resignation letter, not as a result of a change that the Company is making. Yet you and Mr. Pilotte refuse to disclose this undisputed fact.

As troubling to me was the way in which this difference came to light. It was raised twice last week and neither you nor Mr. Pilotte objected to disclosing that he was resigning. But you deliberately withheld the revised draft of the Form 10-K from the Board of Directors until yesterday, when for the first time I learned that you and Mr. Pilotte did not intend to disclose his resignation. I raised this issue again yesterday, and you and Mr. Pilotte continued to refuse to correct the statement in the draft of the Form 10-K that the Company plans to file today.

I do not believe that you and Mr. Pilotte were forthright in addressing this issue when it was raised twice last week. Then, after waiting five days before sending me the proposed ‘final’ Form 10-K, I was left to discover on my own that you were not going to make the requested change to the disclosure, and that is also very disturbing. Under these circumstances, I cannot in good conscience continue to serve as a member of the Company's Board of Directors.

Sincerely,

Margaret Keliher

cc:           Via Email

Board of Directors of Principal Solar, Inc.

Quentin Faust, Esq., SettlePou