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): JANUARY 15, 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 (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. On January 23, 2014, Mr. Paul H. Feller accepted an appointed
as a new director of Envision Solar International, Inc. (the "Company"),
effective January 23, 2014.
COMPENSATION ARRANGEMENTS. In consideration for Paul H. Feller'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. Paul H. Feller, 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, including but not
limited to the following vesting schedule: 166,672 shares on January 24, 2014
and then 69,444 shares on the last day of each calendar quarter thereafter
commencing on March 31, 2014.
BIOGRAPHICAL INFORMATION. A comprehensive description of the experience
and qualifications of Paul H. Feller is included in the following paragraphs:
Paul H. Feller, age 48, has been involved with the management of live
entertainment events for over 18 years. Since August 2012, Mr. Feller has been
an independent consultant to various public companies. From 2008 to 2012, he was
the Chairman of the Board of Directors, president, and chief executive officer
of Stratus Media Group, Inc., a global live entertainment company that owned and
operated such premier events as the Mille Miglia, Perugia International Film
Festival, Elite XC MMA, and Concours d' Elegance. Mr. Feller was the Chairman
and CEO of Pro Elite, Inc. from 2010 from 2012. In 2001, Mr. Feller founded Pro
Sports & Entertainment. During 1999, he served as the M&A officer at SFX
Entertainment, Inc. From 1998 to 1999, he served as the chief operating officer
with PSI/API International; a live entertainment and media business, which
operated, sports events in Asia, Europe and North America. He negotiated agency
rights and television broadcast agreements with such properties as the America's
Cup syndicate, Association of Volleyball Professionals Tour, Disney's Pigskin
Classic, NCAA's Freedom Bowl, Andretti Indy Racing Team, Long Beach Marathon,
Toshiba Senior PGA, Formula 1, FIFA World Cup Soccer, Wimbledon, Pro Elite/Elite
XC MMA, and both the Vancouver Open and ATP Shanghai Open Tennis Tournaments as
well as operated the first international professional soccer tournament in China
to include AC Milan, Jueventus and Manchester United to Asia. He has been a
member of the Los Angeles Sports Council, Orange County Sports Association, Asia
International Business and Entertainment Association, US Professional Cycling
Association, and the UK Professional Cycling Association. Prior to 1999, Mr.
Feller was a senior engineer of advance military design at McDonnell Douglas and
was a licensed professional cyclist with USPRO Cycling Federation, BCA European
Cycling Federation, and the UCI Union Cycliste Internationale having spent much
of his pro career racing in Europe. Mr. Feller was knighted in 2011 by the
Swedish monarchy. He attended Purdue University for Mechanical Engineering with
an Aerospace emphasis and currently is attending Lincoln/Northwestern Law School
for a Juris Doctorate.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
10.1 Restricted Stock Agreement between the Company and
Paul H. Feller, dated January 23, 2014.
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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: January 28, 2014 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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