f8k_010610i502.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 6,
2010
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EVERGREEN
ENERGY INC.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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001-14176
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84-1079971
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(State
or other jurisdiction of
incorporation
or organization)
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Commission
File Number
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IRS
Employer
Identification
Number
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1225
17th
Street, Suite 1300
Denver,
Colorado
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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(303)
293-2992
(Registrant’s
telephone number, including area code)
Not
applicable
(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))
Section
5— Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 6, 2010, the Board of Directors of Evergreen Energy Inc. (the
“Company”), upon the recommendation of the Corporate Governance and Nominating
Committee, appointed William G. Gibson and Chester N. Winter to the Board of
Directors. At this time, Mr. Gibson and Mr. Winter have not been appointed
to any Committees. The Board has determined that Mr. Gibson and Mr. Winter
are “independent” within the meaning of the NYSE Arca Equities Rule 5.3(k) and
he has no material relationship or reportable transactions with the Company
under Item 404(a) of Regulation S-K.
Mr.
Gibson and Mr. Winter, as non-employee directors, participate in the standard
non-employee director compensation arrangements described in the Company’s 2009
proxy statement. Consistent with the Company’s current policies, Mr. Gibson
and Mr. Winter received an option to purchase 50,000 shares of our common stock
at an exercise price of $0.44 per share, the closing market price on January 6,
2010. The options are immediately exercisable and expire on January
6, 2013.
William
G. Gibson
Mr.
Gibson, 61, is a seasoned executive with over 35 years experience in high
technology. Mr. Gibson has served on the Board of Directors of a privately held
bio-fuel renewable energy company since November 2007. Mr. Gibson served as
president and Chief Executive Officer of Network General Corporation, from
November 2005 through November 2007, which was acquired by NetScout in November
2007. Previously, he served as a Senior Executive Consultant at
Silver Lake Partners from February 2005 through November 2005. In addition, Mr.
Gibson has held the position of Chief Operation Officer of Crystal Decision,
Inc., a provider of business intelligence software and services, where he helped
orchestrate the restructure and refocus of a slow growing desktop software
company into an enterprise ready software category leader. Gibson
also held management, operations and sales positions at industry-leading
companies such as AT&T Corporation, Lucent Technologies, Inc., NEC
Corporation, Rogers Cantel Mobile Communications, Inc., Securitylink, Sharp
Electronics and Sprint PCS.
Chester
N. Winter
Mr.
Winter, 77, is co-founder and has served as the general partner of NewWest
Capital Partners, an investment fund manager since its founding in
1999. Until a recent merger with an international advertising agency,
he was chairman of Texture Media, a fast growing and web based interactive brand
building media technology agency from 2004 to 2009. Mr. Winter
currently serves on the boards of First Western Trust Bank, the University of
Colorado Department of Economics and the Bard Center for Entrepreneurship.
Previously, he was a member of the board of directors of Econergy International,
one of the premier carbon trading companies after the ratification of the Kyoto
Protocol, and chairman of Highland Energy Group, a venture capital funded energy
Management company. Mr. Winter served on the Econergy Board with Tom
Stoner and Richard Perl. He served on the Board of Highland Energy with Tom
Stoner. In addition,
Mr.
Winter served on the Boards of Directors of Clinical Diagnostics, Inc., U.S.
Wireless Data and Soleron Corp., all public companies. He has also
completed the owner/president management program at the Harvard Business School
and eighteen volunteer projects with businesses in developing countries around
the world.
Departing
Directors
Additionally,
on January 7, 2010, James S. Pignatelli and Stanford M. Adelstein informed the
Board of Directors of Evergreen Energy Inc. that they will retire from the Board
effective January 7, 2010. There is no known disagreement between the
Company, Mr. Pignatelli or Mr. Adelstien on any matter relating to the Company’s
operations, policies or practices.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Section
9. Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Exhibit
Title or Description
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99.1
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Press
release dated January 11, 2010
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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.
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Evergreen
Energy Inc.
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Date:
January 11, 2010
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By: /s/ Diana
L. Kubik
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Diana L. Kubik
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Vice President and Chief
Financial Officer
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Evergreen
Energy Inc.
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit Title or Description
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99.1
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Press
release dated January 11, 2010
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