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): APRIL 2, 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 April 2, 2014, Mr. Jack Schneider accepted an appointment
as a new director of Envision Solar International, Inc. (the "Company"), to be
effective that day.
COMPENSATION ARRANGEMENTS. In consideration for Mr. Schneider'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. Schneider, 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 April 1, 2014 and then
69,444 shares on the last day of each calendar quarter thereafter commencing on
June 30, 2014.
BIOGRAPHICAL INFORMATION. From 1976 to 2011, Mr. Schneider was a
Managing Director at Allen & Co. LLC, the premier investment house in the media
and entertainment sector. Following a brief retirement period, and starting in
August 2012, Mr. Schneider has been with Dominick & Dominick, LLC. Mr. Schneider
has been on the Board of the National Mentoring Partnership for 12 years, and he
has served as Chairman of the Buoniconti Fund to Cure Paralysis for 25 years. He
brings a wealth of M&A experience from Allen & Co. and his long-term
relationships with other leaders in the technology, media and entertainment
community can open doors to new opportunities for Envision. He has been a member
of the Advisory Board at Loton, Corp. since October 4, 2013, a member of the
Advisory Board at Mandalay Digital Group, Inc. since April 19, 2011, a member of
Board of Advisors at IntelliCell BioSciences, Inc. since October 2011, and
NeuMedia, Inc. since April 19, 2011. Mr. Schneider served as a director at
Stratus Media Group, Inc. from October 2012 to December 9, 2013. Further, Mr.
Schneider pioneered The Allen & Company Sun Valley Conference, widely considered
one of the most influential gatherings of international business leaders,
annually.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
10.1 Restricted Stock Agreement between the Company and
Jack Schneider, dated April 2, 2014.
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: April 7, 2014 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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