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 11, 2014
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-53204 26-1342810
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(State or other Jurisdiction of (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
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ITEM 5.02. DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
GENERAL. Effective July 11, 2014, Mr. Donald Moody was appointed as a
new director of Envision Solar International, Inc. (the "Company"). The
Company's Bylaws have also been amended effective July 11, 2014 to increase the
size of the Board of Directors to seven members, including Mr. Moody. A copy of
the Amendment to the Bylaws is attached to this Report as Exhibit 10.2.
COMPENSATION ARRANGEMENTS. In consideration for Donald Moody's
acceptance to serve as a director of the Company, the Company agreed to grant
1,000,000 restricted shares of its common stock to Mr. Donald Moody, subject to
the terms and conditions set forth in the Restricted Stock Grant Agreement, a
copy of which is attached to this Report as Exhibit 10.1. The restricted stock
grant award is subject to the following vesting schedule: 166,672 shares on July
11, 2014, then 69,444 shares on the last day of each calendar quarter thereafter
commencing on September 30, 2014 until June 30, 2017.
BIOGRAPHICAL INFORMATION. A comprehensive description of the experience
and qualifications of Donald Moody is included in the following paragraphs:
Donald Moody, age 60, was the president and general manager of
Nuconsteel Corporation, a Division of Nucor Corporation located in Denton,
Texas, from 2001 until his retirement in 2014. Mr. Moody was recruited by Nucor
Corporation to develop a market for light gauge galvanized steel sheet products
in load bearing framing applications in residential and commercial building
construction. He has developed dozens of products to provide efficient framing
systems and several pre-engineered product lines for which he has been granted
nine patents. From 1998 to 2001, Mr. Moody was the president of North American
Steel Framing Alliance in Washington DC where he developed a comprehensive
business plan to guide the industry's efforts in pursuing market share in
residential construction. From 1993 to 1998, he was the president and chief
executive officer of Western Metal Lath in Riverside, California where he
reworked the company's entire product line of more than 6,000 products,
redefined purchasing specifications and manufacturing procedures, and
established systems and operating procedures to track utilization, scrap, and
purchase price variances. From 1990 to 1993, Mr. Moody was the principal,
president, and chief executive officer of Residential Steel Framing, Inc.
located in Dallas, Texas. From 1990 to 1987, he was the president and from 1985
to 1987 he was the vice president of technical services and manufacturing of
Tri-Steel Structures, Inc. located in Denton, Texas. From 1983 to 1995, he was
the owner, president, and chief executive officer of Moody Consultants, Inc.
located in Grapevine, Texas. Mr. Moody sold Moody Consultants, Inc, to Tri-Steel
Structures, Inc, in 1985. From 1983 to 1981, he was the vice president of
engineering of Omega Metal Building Products located in Grapevine, Texas. From
1979 to 1981, he was a structural engineer for United Steel Deck, Inc. in
Summit, New Jersey. From 1977 to 1979, he was a materials engineer for Factory
Mutual Research Group in Norwood, Massachusetts. Mr. Moody received his Bachelor
of Science degree in structural engineering from the University of Missouri,
Columbia in 1977. He is the recipient of a Special Citation from the Board of
Directors of the American Iron and Steel Institute in recognition of vision and
leadership in developing and implementing an industry business plan to grow the
market for light gauge steel framing and the recipient of the 2004 Steel Framing
Alliance Leadership Award. He is currently the Chairman of the Executive
Committee of the Steel Framing Alliance, the former Chairman of the Board of
Directors of the Steel Framing Alliance, the former Chairman of the Commercial
Task Group of the Steel Framing Alliance, the former Chairman of the Residential
Work Group of the International Iron and Steel Institute, the past Chairman of
the Steel Stud Manufacturers Association, the past Chairman of the Metal Lath
and Steel Framing Association, the past Chairman of the Technology and Research
Committee of the American and Iron Steel Institute Residential Advisory Group,
and the past Chairman of the Committee on Design of Cold Formed Steel
Structures.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION AND BYLAWS: CHANGE IN
FISCAL YEAR
See Item 5.02 of this Report for a description of the Amendment to the
Bylaws of the Company made on July 11, 2014 increasing the potential size of the
Board of Directors to nine members.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
10.1 Restricted Stock Agreement between the Company and
Donald Moody, dated July 11, 2014.
10.2 Amendment to Bylaws, effective July 11, 2014,
increasing the potential size of the Board of
Directors to seven members.
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.
ENVISION SOLAR INTERNATIONAL, INC.
Date: July 16, 2014 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer