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Tuesday, 06/23/2015 4:20:21 PM

Tuesday, June 23, 2015 4:20:21 PM

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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

Mr. Paul Feller resigned as a director of Envision Solar International,
Inc., a Nevada corporation (the "Company"), effective on April 30, 2015, and the
Company accepted Mr. Feller's resignation. Mr. Feller resigned for the reasons
stated in his letter, dated April 30, 2015, which are his view that the Company
has a material weakness in its financial procedures and the lack of frequency of
meetings of the Company's Board of Directors. While the Company is endeavoring
to strengthen its internal controls over financial reporting as disclosed in its
recent annual report on Form 10-K and form an audit committee to eliminate the
material weakness, the Company nevertheless believes that its financial
reporting is accurate. During his tenure on the Board, Mr. Feller did not at any
time object to or disagree with the Company's financial statements, and signed
the Company's recently filed annual report on Form 10-K. A copy of Mr. Feller's
resignation letter is attached to this Report as Exhibit 99.1.
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