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)
September 26, 2013
 
PACIFIC GREEN TECHNOLOGIES INC .
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-54756
 
n/a
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
5205 Prospect Road, Suite 135-226, San Jose, CA
 
95129
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code
(408) 538-3373
 
 
(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 1.01     Entry into Material Definitive Agreement
 
ITEM 5.02     Departure Of Directors or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers
 
On September 26, 2013, we entered into an agreement with Dr. Andrew Jolly, pursuant to which Dr. Jolly has agreed to serve as a director of our company. Pursuant to the agreement, our company is to compensate Dr. Jolly for serving as a director of our company at GBP£2,000 per calendar month.  On October 1, 2013, we appointed Dr. Jolly as a director of our company.
 
Dr. Andrew Jolly – Director
 
Dr. Andrew Jolly, age 42, is a highly qualified and motivated technical consultant with a commercial orientation and over 10 years of experience in the area of renewable energy.
 
Dr. Jolly specializes in creating, developing and delivering concepts for generating biomass combined heat and power and biomass power-only projects. He focuses on the use of biomass, organic waste and hydrogen and has a comprehensive understanding of the regulatory and legislative factors that impact the technical and commercial specification and scale of projects.
 
Dr. Jolly has honed skills in project concept generation, feasibility assessment, planning issues, economic appraisal and financing, environmental impacts and making sense of current UK environmental legislation and regulation.
 
A key part of Dr. Jolly’s expertise is in the assessing, accreditation and maintenance of renewable energy technologies in respect of schemes such as the Renewables Obligation (RO), Feed in Tariffs (FiTs), Renewable Heat Incentive (RHI) and Combined Heat & Power Quality Assurance (CHPQA). This aspect of renewable energy projects is crucial when the associated benefits of renewable energy generation often comprise two-thirds of the overall project income.
 
Dr. Jolly has led Equis Energy Limited’s biomass, biogas and EfW project development and consultancy since 2006 where he has provided expert advice and services on numerous renewable energy projects.
 
Dr. Jolly’s educational background consists of having obtained a PhD in Energy Studies research from Cardiff University, a Master of Philosophy in Energy Studies research from Cardiff University and a Bachelor of Engineering (Hons.) in Mechanical Engineering with Business Management from the University of Sussex.  Additionally, he is a Chartered Engineer with the Engineering Counsel of the United Kingdom.
 
Our company believes that Dr. Jolly’s educational background, and business and operational experience give him the qualifications and skills necessary to serve as a director of our company. Our board of directors now consists of Dr. Neil Carmichael, Jordan Starkman and Dr. Andrew Jolly.
 
There has been no transaction since the beginning of the registrant’s last two completed fiscal years, or any currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the smaller reporting company’s total assets, and in which any related person had or will have a direct or indirect material interest.
 
Item 9.01     Financial Statements and Exhibits
   
10.1
Agreement between our company and Andrew Jolly entered into on September 26, 2013.
 
 
 
 
 
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.

PACIFIC GREEN TECHNOLOGIES INC.
 
   
/s/ Neil Carmichael
 
Neil Carmichael
 
President and Director
 
   
Date: October 3, 2013  

 
 
Exhibit 10.1
 
Private & Confidential
Dr Andrew Jolly CEng MIMechE MEI
Equis Energy Limited
Sophia House
28 Cathedral Road
Cardiff
CF11 9LJ
United Kingdom
 
By email: andrew@equisenergy.co.uk
 
20 September 2013
 
Dear Andrew
 
RE:   Proposed Non-Executive Directorship Of Pacific Green Technologies Inc. (“the Company”)
 
Further to our recent discussions, I have pleasure in making you a formal offer to become a non-executive director of the Company.
 
We would envisage your primary role to be the Company’s independent non-executive director with special emphasis on steering the Company through the UK’s regulatory environment in respect of the Company’s project at Sutton Bridge, Lincolnshire. That aside, we would envisage your time commitment would be to attend quarterly board meetings and review quarterly board packs around the Company’s regulatory reporting requirements.
 
In terms of remuneration, we propose the following:
 
●
a non-executive director fee of GBP£2,000 per calendar month for which we would anticipate you devoting 20 hours of your time per month;
 
●
to the extent that you devote more than 20 hours of time per month, then you will invoice the Company for that additional time at a rate of GBP£100 per hour;
 
●
all reasonable out of pocket expenses incurred in connection with your non-executive directorship will be met by the Company;
 
●
D&O insurance will be made available to you.
 
Pacific Green Technologies Inc.
5205 Prospect Road
San Jose
California 95129
USA
 
T: +1 (408) 538 3373
F: +1 (408) 538 3372
 
www.pacificgreentechnologies.com
 
 
 
 
 
 
I trust the above is in accord with our discussions and look forward to receiving your signed agreement to act as a non-executive director of the Company.
 
Yours sincerely
 
Dr Neil Carmichael
Chief Executive
Pacific Green Technologies Inc.
 
I hereby agree to the terms of this letter
 
/s/ Dr Andrew Jolly
Date: 26/09/2013
Dr Andrew Jolly
 

Pacific Green Technologies Inc.
5205 Prospect Road
San Jose
California 95129
USA
 
T: +1 (408) 538 3373
F: +1 (408) 538 3372
 
www.pacificgreentechnologies.com