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): October 18, 2016
ENVISION SOLAR INTERNATIONAL,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
000-53204 |
26-1342810 |
||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
5660 Eastgate Drive, San Diego, CA |
92121 |
|
(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:
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 and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Compensation Arrangements. On
October 18, 2016, Envision Solar International, Inc., a Nevada corporation (the
"Company") entered into a five year employment agreement, effective as of
January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer and
President of the Company (the "Agreement"). Pursuant to the Agreement, Mr.
Wheatley will receive an annual salary of $250,000 per annum, which will be paid
(i) in twenty-four installments of $8,333.33 each on the fifteenth and last day
of each month and (ii) twenty-four installments of $2,083.34, on the same dates,
which Mr. Wheatley will defer until such time as Mr. Wheatley and the Board of
Directors agree that payment of the deferred salary and/or cessation of the
deferral is appropriate. In certain circumstances upon the Company achieving
specified milestones, which are described in the Agreement, a copy of which is
attached to this Report as Exhibit 10.1, Mr. Wheatley can demand payment of all
or any portion of the deferred amount, and the Company must comply with such
demand. All deferred amounts will be evidenced by an unsecured convertible
promissory note payable by the Company to Mr. Wheatley, bearing simple interest
at the rate of 10% per annum, accruing until paid, convertible into shares of
the Company's common stock at $0.15 per share (subject to appropriate adjustment
in the event of stock dividends, stock splits, recapitalizations, and similar
extraordinary transactions) at any time in whole or in part at Mr. Wheatley's
discretion, with a maturity date of December 31, 2020. Additionally, pursuant to
the Agreement, on October 18, 2016, Mr. Wheatley was granted 4,350,000 stock
options to purchase 4,350,000 shares of the Company's common stock pursuant to
the Company's 2011 Stock Incentive Plan, exercisable at an exercise price of
$0.15 per share for a period of ten years from the date of grant, vesting as
follows: 1,450,000 on October 18, 2016, 1,450,000 on January 1, 2017, and
1,450,000 on January 1 2018.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS
& EXHIBITS
(d) Exhibits
10.1. Employment Agreement, effective as of January 1, 2016.
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: October 20, 2016
By: /s/ Desmond Wheatley
Desmond Wheatley, Chief Executive Officer
-1-