form_8-k.htm
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):
June 9, 2015
 
Andalay Soalr Logo
 
 
ANDALAY SOLAR, INC.
 (Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-33695
 
90-0181035
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
 
48900 Milmont Drive, Fremont, California 94538
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (408) 402-9400
 
 
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):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ 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 5.07 Submission of Matters to a Vote of Security Holders.
 
On June 9, 2015, Andalay Solar, Inc., (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders took action on six proposals. The proposals are described in detail in the Definitive Proxy Statement filed on April 30, 2015, as amended.
 
Proposal 1
 
The Company’s stockholders elected four individuals to our Board of Directors as set forth below:
 
Name
 
Votes
For
   
Votes
Withheld
   
Broker
Non-Votes
 
Mark Kalow
   
59,983,318
     
4,722,177
     
261,345,176
 
Ron Kenedi
   
60,023,670
     
4,681,825
     
261,345,176
 
Steven Chan
   
59,737,071
     
4,968,424
     
261,345,176
 
Wei-Tai Kwok
   
60,173,520
     
4,531,975
     
261,345,176
 
 
Proposal 2
 
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 1,250,000,000. The results are set forth below:
 
Votes
For
   
Votes
Against
   
Abstentions
   
Broker Non-Votes
270,307,211
   
48,632,010
   
5,276,042
   
1,835,408
 
Proposal 3
 
The Company’s stockholders approved extending the term of the Company’s stock option plan.  The results are set forth below:
 
Votes
For
   
Votes
Against
   
Abstentions
   
Broker Non-Votes
57,210,674
   
3,153,178
   
4,341,644
   
261,345,176
 
Proposal 4
 
The Company’s stockholders approved the reservation of 125,000,000 shares of common stock for issuance under its stock option plan. The results are set forth below:
 
Votes
For
   
Votes
Against
   
Abstentions
   
Broker Non-Votes
55,120,040
   
9,130,486
   
454,970
   
261,345,176
 
Proposal 5
 
The Company’s stockholders ratified the appointment of Burr Pilger Mayer, Inc., as the Company’s independent registered public accounting firm for 2015, as set forth below:
 
Votes
For
   
Votes
Against
   
Abstentions
   
Broker Non-Votes
306,145,257
   
6,818,005
   
13,087,409
     
 
Proposal 6
 
The Companys stockholders approved any adjournments of the meeting to another time or place, if necessary in the judgment of the proxy holders, for the purpose of soliciting additional proxies in favor of any of the foregoing proposals. The results are set forth below:
 
Votes
For
   
Votes
Against
   
Abstentions
   
Broker Non-Votes
289,967,249
   
25,149,802
   
10,933,615
     
 
 
 
 
 

 
 
 
 
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.
 
 
Date: June 10, 2015
ANDALAY SOLAR, INC.
 
By: /s/ STEVEN CHAN
 
Steven Chan,
 
Chief Executive Officer and President