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
23, 2019
ENVISION SOLAR INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-53204 | 26-1342810 | ||||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 5660 Eastgate Drive, San Diego, CA | 92126 | |||||
| (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 (see General Instruction A.2. below):
| 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| Common Stock | EVSI |
The NASDAQ Capital Market
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| Warrants | EVSIW | The NASDAQ Capital Market | |||
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 23, 2019, Envision Solar International, Inc. (the “Company”) announced that it has appointed Katherine H. McDermott, 59, as Chief Financial Officer effective as of July 23, 2019. From August 2017 until February 2019, Ms. McDermott served as Chief Financial Officer of Steico Industries, Inc., a subsidiary of Senior plc (LON: SNR). Prior to that, Ms. McDermott served as Chief Financial Officer for LRAD Corporation (NASDAQ: LRAD), from 2009 until July 2017. Ms. McDermott has also served as the Chief Financial Officer for National Pen Company from 2005 to 2006 and the vice president of finance for Lantronix, Inc., from 2000 to 2005. Ms. McDermott held a variety of senior financial positions with Bausch & Lomb from 1988 to 1999 and began her career holding a number of financial positions with a component division of General Motors from 1982 to 1988. Ms. McDermott holds a Bachelor’s degree in Business Administration from St. Bonaventure University and a Masters of Business Administration from the William E. Simon School of Business Administration at the University of Rochester.
Ms. McDermott and the Company agreed to an offer letter dated July 15, 2019 (the “Offer Letter”) whereby the Company agreed to pay Ms. McDermott an annual salary of $220,000 per year. Ms. McDermott is eligible for an annual bonus up to 20% of her base salary subject to performance metrics established by the Company. The Company will also grant Ms. McDermott an option to purchase up to 49,104 shares of the Company’s common stock which shall vest over a four year period. The description of the terms of the Offer Letter does not purport to be complete and is qualified in its entirety to the full text of the Offer Letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Ms. McDermott and the Company have not engaged in any related party transaction. Ms. McDermott has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There are currently no other arrangements or understandings with Ms. McDermott with respect to her appointment as Chief Financial Officer.
Effective July 23, 2019, Chris Caulson will no longer be Chief Financial Officer of the Company but will remain employed with the Company until on or before August 15, 2019. In connection with Mr. Caulson’s termination of his employment with the Company, the Company and Mr. Caulson entered into a Severance and Release Agreement whereby the Company will pay Mr. Caulson a severance amount equal to six (6) months of his salary.
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Item 9.01. |
Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description | |
| 10.1 | ||
| 99.1 |
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. | ||
| Dated: July 23, 2019 | By: | /s/ Desmond Wheatley |
| Name: | Desmond Wheatley | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
ENVISION LETTERHEAD
July 12, 2019
Katherine H. McDermott
[address]
Dear Katherine:
On behalf of Envision Solar International (the “ Company ”), it is my pleasure to offer you the position of Chief Financial Officer. This letter constitutes the entire agreement relating to the terms of your employment.
The terms set forth below shall be effective as of your date of hire, which is anticipated to be July 23, 2019 (the “ Effective Date ”), conditioned upon approval by the Company’s Board of Directors and its Compensation Committee. If the terms as stated below are not approved by the Board of Directors and its Compensation Committee, you will be notified before the Effective Date.
Title and Base Salary . Your title will be Chief Financial Officer and you will report directly to me. As of the Effective Date, your annual base salary shall be $220,000.
Bonus Compensation . In addition to your base salary, you will be eligible for an annual incentive cash bonus, as determined by the Compensation Committee within ninety (90) days of the Effective Date. Your annual incentive cash bonus shall have a target equal to 20% of your base salary as of the Effective Date, prorated for the portion of year during which you are employed by the Company. The target bonus and its components, the Company performance goals, and your individual objectives shall be determined and documented by the Compensation Committee of the Board of Directors.
Equity Awards . Concurrent with the commencement of your employment with the Company, you will be granted an option to purchase shares of common stock of the Company (“ Company Common Stock ”) as follows, under the terms and conditions of a Non-Qualified Stock Option Agreement (an “ Option ”):
| Strike Price * | Number of Shares |
| FMV | 49,104 |
* FMV = the price of a share of the Company’s common stock at close of market on the date of grant.
Your Option shall vest and become exercisable in 48 equal monthly installments, with the first such monthly vesting date taking place on August 31, 2019 and subsequent vesting dates on the last day of the next 47 months thereafter, subject to your continued service through the applicable vesting date. The option grant will be subject to the terms of the applicable equity compensation plan or arrangement in effect at the time of grant. You should be aware that you may incur federal and state income taxes as a result of your receipt or the vesting of any equity compensation awards and it shall be your responsibility to pay any such applicable taxes.
Other Benefits . You will be eligible for all Company adopted benefits, under the terms and conditions of such benefit plans. Your coverage for such benefits will become effective on the first of the month following your first thirty (30) days of employment.
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Vacation . While employed, you will be entitled to such number of vacation/paid time off (“ PTO ”) days set forth below pursuant to the Company’s vacation/PTO policies as in effect from time to time (and pro rated for any partial years during the employment period), and subject to a maximum overall limitation under the Company policies on the number of unused PTO days (including unused PTO days carried over from prior years) and with no additional PTO days accruing while your vacation balance is not below such cap.
| YEARS | NUMBER OF DAYS |
| 1-2 | 4 weeks |
| 3-4 | 5 weeks |
| 5+ | 6 weeks |
Conditions of Employment .
Your employment is “at-will,” which means that either you or the Company may terminate the employment relationship at any time for any reason or for no reason. This at-will relationship may not be modified by any oral or implied agreement.
| • | In accordance with the Federal Immigration Reform and Control Act of 1986, we are required to have Employment Eligibility Verification form I-9 on file. On your first day of employment, you will be asked to provide identification needed to complete the Form I-9 requirements. | |
| • | You will sign the Company’s confidentiality and proprietary information agreement. | |
| • | You will be required to comply with the Company’s personnel policies outlined in the Employee Handbook or as adopted from time to time by the Company. | |
| • | You represent to the Company that you are not subject to any obligation, contractual or otherwise, that prevents or restricts you from becoming employed by the Company, or that creates any potential or actual conflict of interest, or places the Company at risk of liability for hiring you. | |
| • | You represent and agree that you have not taken, and will not import or use any proprietary or trade secret information belonging to any other person or entity, including your former employer, in the discharge of your duties for the Company. |
The information contained in this letter represents the entire substance of the Company’s offer of employment to you and is contingent upon successful completion of all pre-and post-employment checks. If all the above terms and conditions meet with your approval, please sign this letter and return it by July 19, 2019. If this document is not returned by this date, this offer of employment shall be withdrawn.
I very much look forward to you joining the Envision Solar team. If you should have any questions, please feel free to call me.
Sincerely,
/s/ Desmond Wheatley
Desmond Wheatley
Chief Executive Officer
ACCEPTED BY:
/s/ Katherine H. McDermott
Kathy McDermott
Date: July 15, 2019
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Exhibit 99.1
Envision Solar Appoints Katherine H. McDermott Chief Financial Officer
SAN DIEGO, July 23, 2019 (GLOBE NEWSWIRE) -- Envision Solar International, Inc. , (Nasdaq: EVSI ) (“Envision,” or the “Company”), the leading producer of unique and sustainable infrastructure products for electric vehicle charging, energy security and outdoor media , announced today that Katherine H. McDermott has joined the executive team as chief financial officer. Following the Company’s successful public offering and listing on Nasdaq Capital Markets in April 2019, Ms. McDermott’s appointment further strengthens a world class executive team focused on the Company’s growth and increasing shareholder value.
Ms. McDermott is a seasoned financial executive with both Fortune 500 and small and medium-sized company experience. She has consistently contributed to growth in profitability while managing public offerings, acquisitions, and other strategic initiatives. Prior to her appointment at Envision Solar, she was the chief financial officer for Steico Industries, a subsidiary of global aerospace company Senior plc (LON: SNR). Prior to that, she served for 10 years as chief financial officer for LRAD Corporation (Nasdaq: LRAD), a directed sound technology company. She also served in leadership positions in the financial departments of National Pen, Lantronix, Inc. (Nasdaq: LTX), Bausch & Lomb and with a component division of General Motors. Ms. McDermott holds a bachelor’s degree in Business Administration from St. Bonaventure University and an MBA from the William E. Simon School of Business Administration at the University of Rochester.
“Envision Solar is an exciting company at a crucial inflection point in its evolution,” said Ms. McDermott. “I’ve been involved in several companies with opportunities for substantial organic growth, but I have rarely seen one with as much potential as I believe Envision has. I am looking forward to putting my experience and determination to work to help grow this company to its full capabilities.”
“I am thrilled to have Kathy join our team,” said Desmond Wheatley, president and chief executive officer of Envision. “She has a wealth of public company experience, comes very highly recommended and in the time that I have come to know her I have found her to be intelligent, thoughtful and extremely focused on our successful growth. She will be a fantastic addition to our highly diverse team.”
About Envision Solar International, Inc.
Envision Solar, www.envisionsolar.com, is a sustainable technology innovation company whose unique and patented products include the EV ARC™ and the Solar Tree® with EnvisionTrak™ patented solar tracking, SunCharge™ solar Electric Vehicle Charging, ARC™ technology energy storage, and EnvisionMedia solar advertising displays.
Based in San Diego, the company produces Made in America products. Envision Solar is listed on the NasdaqCM under the symbols EVSI and EVSIW. For more information visit www.envisionsolar.com or call (858) 799-4583. Follow us on social media to keep up with the latest news: Facebook, Twitter, Instagram, LinkedIn and YouTube.
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Forward-Looking Statements
This Envision Solar International, Inc. press release may contain forward-looking statements, including those related to the closing of the offering. All statements in this press release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results.
Media Contact:
Lucia Asbury
Envision Solar International, Inc.
(858) 799-4583
gosolar@envisionsolar.com
Investor Relations:
Tristan Traywick
Senior Account Director
CORE IR
516 222 2560
tt@coreir.com
www.coreir.com