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Go RGSE! Taking over the solar market!!!!
Which solar system boosts curb appeal? #POWERHOUSE #solarshingles #curbappeal #BIPV
https://www.facebook.com/39688271122/posts/10156013423966123/
RGSE!
I may have to go visit Lacey and help him lol
Good luck! Looking good!!
Q1 should be out either this week or next! Hold strong longs! Bet we see a surge in buying over the next couple of weeks!
RGSE! Good week ahead! Competition is on the board attacking investors again. Shows how scared they are! Go RGSE!!!!
Grow up big boy. Quit hiding behind a keyboard. Attack me face to face bitch
Keep your opinions to yourself. You have made many personal attacks and act like a child everytime you post. Grow up. So sick of your attacks you pussy
Miracles happen for those who believe! This just may be the week for believers! Let's go RGSE!!! Release the Kraken!!!
Chart looks poised for a huge rebound! Go RGSE! Big news coming soon!!
I am for RGSE and for the investors!! RGSE will succeed!!! All longs will be rewarded IMO
Volume before price!! Gonna be a good week!!!!
Yeah I decided not to buy today. Got a bonus coming next Friday so gonna save and load more nexg Friday.
Looking good here! Go RGSE
How do you figure? Compare it to other companies. That is nothing. Some indivuals in other companies hold 250 million shares.. completely ridiculous to think thats a lot for the total a/s
Lol. Now you're trying to say the investment firms are on the wrong side of this play? Lol. Its one thing to try to make everyday individual investors believe they are wrong.... a total other thing to say the firms are lol. Dude I own several stocks that one of these fitms has. I have seen their name pop up many times. Each time they and I have profited. Good luck trying to stop them. Rofl. Too funny
You have already been wrong. First you claimed an r/s was coming. Didnt happen. Then you claimed bankruptcy. Nope didnt happen. Now they clearly said they were going to put an increase in A/S on the table and you've tried to make it something negative. Your agenda is clear. And fact is you have been wrong all along the way. Thats not made up. Thats not hopes and dreams. Thats fact. So just stop with the nonsense. You can't stop how great this company is. It will keep growing. Watch!
Another key note everyone needs to keep in mind. 2 firms own over 8 million shares and are not selling! They would not invest in a company they felt they would lose money on. 7 new firms have taken and increased their positions since December! Follow the money!
Once authorized they dont have to add them to the float at all. So your doom and gloom scenarios mean nothing right now. Zilch. Notta. Nothing. Once the company releases the news, everyone will see what they are doing. So I'll choose to listen to the company. Get ready!
Nope. Completely wrong. None of that makes sense with what is going on with the company. Quit trying to make stuff up. Use facts. Fact is they said no reverse split. Fact is there was no reverse split. Fact is they are growing. Everyone can see for thmselves as more and more installs are happening. Fact is they ar making money so guess what? No bankruptcy. Fact is they are buying shares out of thei own pockets. Everything you stated is a bias oposition with an obvious agenda. Not fact whatsoever.
The other cool thing about authorized shares is that they are not released to the public unless they are issued. So just because 100 mil more shares are authorized, that does not mean 100 mil shares will be issued so this is not bad news at all. It simply keeps them from having to go back to the exchange for more. Also the shares could be issued to fund an aquisition which also would be good for investors! Can't wait to see the plan here! Right now their plan for more authorized shares is completely meaningless until they tell us why! And that, I'm sure will be good news!!
That makes absolutely no sense. No r/s. No dilution. Its called growth and every growing company does it. 250 mil A/s? We'll be at dollars before year end!
I doubt it. The shares have not been approved yet and wont be for some time. What this signals though is that the company is expecting a huge amount of growth. 100 mil total is not a huge amount. That only puts the a/s at 250 mil. Now what it does signal is that the company intends to justify why they need the increase. Which means big news is on the way! And you have to be a shareholder as of May 3 to be eligible to vote so people will want to hold their shares so they can take part. Something big is coming thats for sure!
They proved you wrong yet again! No r/s. No bankruptcy. Matter of fact they are preparing for huge growth! Bam!!!
Awesome!!!
Real Goods Solar, Inc.
110 16 th Street, Suite 300
Denver, Colorado 80202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 20, 2019
To our shareholders:
We will hold the 2019 annual meeting of shareholders of Real Goods Solar, Inc., a Colorado corporation (“we”, “us”, “our”, the “Company” or “RGS Energy”), on Thursday, June 20, 2019, at 10:00 a.m. local time, at The Brown Palace, 321 17 th Street, Denver, CO 80202 for the following purposes:
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to elect three directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified;
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to approve an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of Class A common stock from 150,000,000 to 250,000,000;
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to hold a non-binding advisory vote to approve the compensation of our named executive officers;
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to hold a non-binding advisory vote on the frequency of holding future non-binding advisory votes to approve named executive officer compensation;
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to ratify the appointment of BDO USA, LLP to audit our consolidated financial statements for the 2019 fiscal year; and
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to transact such other business as may properly come before our annual meeting, or any adjournment(s) or postponement(s) thereof.
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Our board of directors has fixed the close of business on May 3, 2019 as the record date for determining our shareholders entitled to notice of, and to vote at, our annual meeting. A complete list of our shareholders entitled to vote at our annual meeting will be available for inspection by our shareholders prior to our annual meeting upon written request before the annual meeting showing a proper purpose made during normal business hours at our Denver, Colorado office and subject to satisfaction of other requirements set forth in our bylaws. Only shareholders of record on the May 3, 2019 record date are entitled to notice of, and to vote at, our annual meeting and any adjournments or postponements thereof.
On or about May 13, 2019, we expect to commence mailing our shareholders (other than those who previously requested electronic delivery of our proxy materials) this proxy statement, the accompanying proxy card for the annual meeting, and the 2018 annual report. If you received your annual meeting materials by mail, the proxy statement and proxy card from our board of directors and our 2018 annual report were enclosed. If you received your annual meeting materials via email, the email contained voting instructions and links to the proxy statement, the proxy card and the 2018 annual report on the Internet, which are available at http://www.viewproxy.com/RealGoodsSolar/2019. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email unless you elect otherwise.
Our shareholders are cordially invited to attend our annual meeting in person.
????By Order of the Board of Directors,??May 25, 2019??
/s/ Dennis Lacey
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Dennis Lacey,
Chief Executive Officer
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YOUR VOTE IS IMPORTANT
We urge you to vote your shares as promptly as possible.
If you have shares registered in your own name, you may vote your shares in a number of ways:
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electronically via the Internet at http://www.AALVote.com/RGSE;
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by telephone, if you are in the U.S. and Canada, by calling 1(866) 804-9616; or
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by mailing us an executed proxy card.
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If you hold our shares with a broker, bank or other nominee, you may also be eligible to vote via the Internet or by telephone if your broker, bank or other nominee participates in the proxy voting program provided by Alliance Advisors LLC.
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Real Goods Solar, Inc.
110 16 th Street, Suite 300
Denver, Colorado 80202
PRELIMINARY PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 20, 2019
Real Goods Solar, Inc., a Colorado corporation (“we”, “us”, “our”, the “Company” or “RGS Energy”), is furnishing this proxy statement and the accompanying proxy card to our shareholders in connection with the solicitation of proxies by and on behalf of our board of directors for use at our 2019 annual meeting of shareholders, to be held on Thursday, June 20, 2019, starting at 10:00 a.m. local time, at The Brown Palace, 321 17 th Street, Denver, CO 80202, and at any adjournment(s) or postponement(s) thereof. On or about May 13, 2019, we expect to commence mailing to our shareholders (other than those previously requested electronic delivery of our proxy materials) this proxy statement, the accompanying proxy card and the 2018 annual report. The address of our principal executive offices is 110 16 th Street, Suite 300, Denver, Colorado 80202.
PURPOSE OF ANNUAL MEETING
At the annual meeting, our shareholders will be asked: (i) to elect three directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified; (ii) to approve an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of Class A common stock from 150,000,000 to 250,000,000; (iii) to hold a non-binding advisory vote to approve the compensation of our named executive officers; (iv) to hold a non-binding advisory vote on the frequency of holding future non-binding advisory votes to approve named executive officer compensation; (v) to ratify the appointment of BDO USA, LLP (“BDO”) to audit our consolidated financial statements for the 2019 fiscal year and (vi) to transact such other business as may properly be brought before the annual meeting. Our board of directors recommends a vote “FOR” the election of the nominees for directors listed below, “FOR” the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of Class A common stock from 150,000,000 to 250,000,000, “FOR” the non-binding advisory approval of the compensation of our named executive officers, “FOR” a frequency of every three years for holding future non-binding advisory votes to approve named executive officer compensation and “FOR” the ratification of the appointment of BDO as our independent auditors for the 2019 fiscal year.
QUORUM AND VOTING RIGHTS
The presence, in person or by proxy, of the holders of a majority of the outstanding votes eligible to be cast by our Class A common stock and Class B common stock is necessary to constitute a quorum at the annual meeting. Only shareholders of record at the close of business on May 3, 2019, the record date, will be entitled to notice of, and to vote at, the annual meeting. As of the May 3, 2019 record date, there were ???? shares of our Class A common stock, par value $0.0001, and no shares of our Class B common stock, par value $0.0001, outstanding and entitled to vote. Holders of our Class A common stock as of the record date are entitled to one vote for each share held. The holders of our Class A common stock will vote together as a single class. Cumulative voting is not permitted for any purpose. Once a quorum is present, the affirmative vote of a majority of the votes cast on any subject matter shall be the act of the shareholders, other than with respect to the election of directors as described below.
All shares of our common stock represented by properly executed proxies will, unless the proxies have previously been revoked, be voted in accordance with properly executed instructions indicated in the proxies. Abstentions and broker non-votes will have no effect on the result of the vote, although they will
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count towards the presence of a quorum for this annual meeting. Any shareholder executing a proxy has the power to revoke the proxy at any time prior to its exercise. A proxy may be revoked prior to exercise by: (a) filing with RGS Energy a written revocation of the proxy; (b) appearing at the annual meeting and voting in person; (c) voting by telephone or by using the Internet, either of which must be completed by 11:59 p.m. Eastern Time on June 19, 2019 (only your latest telephone or Internet proxy is counted); or (d) submitting to us a duly executed proxy bearing a later date.
If you are a beneficial owner of shares held in “street name” by a broker, bank or other nominee, you will provide voting instructions to such broker, bank or other nominee. In the event you do no instruct the broker, bank or other nominee how to vote your shares, such broker, bank or other nominee may, in its discretion, choose to vote such uninstructed shares on “routine” matters only.
On or about May 13, 2019, we expect to commence mailing our shareholders (other than those who previously requested electronic delivery of our proxy materials) this proxy statement, the accompanying proxy card and the 2018 annual report. If you received your annual meeting materials via email, the email contained voting instructions and links to the proxy statement, the accompanying proxy card and the 2018 annual report on the Internet, which are available at http://www.viewproxy.com/RealGoodsSolar/2019. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email unless you elect otherwise. Our 2018 annual report is not to be considered as a part of this proxy statement or as having been incorporated by reference into this proxy statement.
This proxy statement, the proxy card, the 2018 annual report, and voting instructions are also being made available to shareholders at http://www.viewproxy.com/RealGoodsSolar/2019. You may also request a printed copy of this proxy statement and the proxy card by any of the following methods: (a) telephone at 303-222-8344; (b) Internet at http://www.viewproxy.com/RealGoodsSolar/2019; or (c) email at investorrelations@rgsenergy.com.
We will bear the cost of preparing, printing, assembling and mailing this proxy statement, the accompanying proxy card and other material furnished to shareholders in connection with the solicitation of proxies. In addition, our officers, directors and employees may solicit proxies by written communication or telephone. These persons will receive no special compensation for any solicitation activities. We have retained the services of Alliance Advisors, LLC, a professional solicitation firm, as proxy solicitor for this annual meeting. We expect to pay Alliance Advisors, LLC approximately $6,500 for the services it will perform as proxy solicitor in connection with this annual meeting. Further, we will reimburse Advisors, LLC for its reasonable out-of-pocket expenses in connection therewith. We have also agreed to indemnify Advisors, LLC against certain liabilities relating to or arising out of the engagement.
UNLESS THE SHAREHOLDER GRANTING THE PROXY SPECIFIES A DIFFERENT VOTE, IT IS THE INTENTION OF THE AGENTS DESIGNATED IN THE ENCLOSED PROXY CARD TO VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED BELOW, “FOR” THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, “FOR” THE NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, “FOR” A FREQUENCY OF EVERY THREE YEARS FOR HOLDING FUTURE NON-BINDING ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITORS FOR THE 2019 FISCAL YEAR. IF ANY NOMINEES FOR DIRECTOR BECOMES UNAVAILABLE TO SERVE FOR ANY REASON, THE PROXY WILL BE VOTED FOR A SUBSTITUTE NOMINEE OR NOMINEES TO BE SELECTED BY OUR BOARD OF DIRECTORS, UNLESS THE SHAREHOLDER WITHHOLDS AUTHORITY TO VOTE FOR THE ELECTION OF DIRECTORS.
ABSENCE OF DISSENTERS’ RIGHTS
No dissenters’ or appraisal rights are available to our shareholders in connection with the proposals before our 2019 annual meeting of shareholders.
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PROPOSAL 1
ELECTION OF DIRECTORS
(Item No. 1 on Proxy Card)
Nominees for Election as Directors
Our board of directors proposes that Dennis Lacey, Ian Bowles, and George Neble be elected as directors of our company, to hold office until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. Effective as of the date of the 2019 annual meeting, our current board of directors has fixed the number of directors on our board of directors at three, in accordance with the provisions of RGS Energy’s bylaws. Unless contrary instructions are given, the proxies will be voted “FOR” these nominees. Each nominee has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unavailable for service. If for any unforeseen reason any nominee should decline or be unable to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxy, unless contrary instructions are given.
Our business encompasses product sourcing, installation and financing of solar energy products, marketing and research functions in a context characterized by rapidly evolving technologies, changing incentives, exposure to business cycles and significant competition. Our board of directors is responsible for reviewing and assessing the appropriate skills, experience, and background sought of board members in the context of our business and the then-current membership on our board of directors. This assessment of board skills, experience, and background includes numerous diverse factors, such as independence; understanding of, and experience in, solar energy businesses, technology, finance, manufacturing, and marketing; international experience; age; and gender and ethnic diversity. The priorities and emphasis of our board of directors with regard to these factors change from time to time to take into account changes in our business and other trends, as well as the portfolio of skills and experience of current and prospective board members. Our board of directors reviews and assesses the continued relevance of and emphasis on these factors as part of our board of directors’ annual self-assessment process and in connection with candidate searches.
We do not expect or intend that each director will have the same background, skills, and experience. We expect that board members will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this diversity is to assist the board of directors as a whole in its oversight and advice concerning our business and operations. The directors’ biographies note each director’s relevant experience, qualifications, and skills that led to the conclusion that such individual should serve as a director of our company. We expect our directors to possess the following experiences and expertise:
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Senior Leadership Experience. Directors who have served in senior leadership positions are important to us, as they bring experience and perspective in analyzing, shaping and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our board of directors, may be enhanced if their leadership experience has been developed at businesses or organizations that faced significant competition and/or involved technology or other rapidly evolving business models.
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Financial Expertise. Knowledge of financial markets, financing and funding operations and accounting and financial reporting processes is important because it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of such activities.
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Industry and Technical Expertise. Because we are actively involved in the solar energy market, education or experience in relevant technology is useful in understanding our research and development efforts, competing companies, various solar products and installation techniques and the market segments in which we compete.
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Brand Marketing Expertise. Directors who have brand-marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation.
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The names of our director nominees, their ages, and, for our current directors standing for reelection, the years in which they began serving as directors and their positions, are set forth below. Messrs. Bowles and Lacey are currently serving as directors of our company.
IAN BOWLES?—?age 53?—?Director.
Mr. Bowles has served as a director since December 2013. He is Co-founder and Managing Director of WindSail Capital Group, a Boston-based investment firm providing growth capital to emerging clean energy companies; a position he has held since March 2011. Mr. Bowles is also Senior Director of Albright Stonebridge Group, a global strategy firm based in Washington, DC; a position he has held since February 2011. From January 2007 to January 2011, he served as Secretary of Energy and Environmental Affairs of Massachusetts, during which time he oversaw all aspects of energy and environmental regulation and policy in Massachusetts. Earlier in his career, Mr. Bowles served on the White House staff for President Bill Clinton, holding the posts of Senior Director of Global Environmental Affairs at the National Security Council and Associate Director of the White House Council on Environmental Quality.
Our Board of Directors believes that Mr. Bowles brings significant strategic focus, regulatory and public policy expertise and financial and industry experience.
DENNIS LACEY?—?age 65?—?Director and Chief Executive Officer.
Mr. Lacey joined the Company in February 2014 as Senior Vice President Finance and became the President of our Residential Solar Division in April 2014 and our Chief Executive Officer and a director in August 2014. Mr. Lacey also served as our acting Principal Financial Officer from October 2014 to February 2016. He brings to his role as Chief Executive Officer more than 25 years of executive financial management experience. Before joining RGS, Mr. Lacey served as the Chief Financial Officer of Community Enhancement Group REIT, Inc., formed to invest in multi-family properties and acquire REIT status, between May 2012 and February 2014. Between January 2010 and March 2012, Mr. Lacey served as Chief Financial Officer and Vice President of Stream Global Services, a publicly-traded company providing business process outsourcing services. Between September 2006 and December 2009, he was the head of capital markets for Republic Financial Corporation, a private investment firm engaged in aircraft leasing and alternative asset management. Before that, Mr. Lacey held a number of senior executive positions at Imperial Bancorp, a $6 billion publicly-traded commercial bank best known for its high-tech lending practice before it was acquired by Comerica. At Imperial Bancorp, he served as Executive Vice President and Chief Financial Officer, President of the SBA Division, and President of the Equipment Leasing Division. Mr. Lacey also served as President and Chief Executive Officer of Capital Associates, a publicly traded equipment leasing company. He previously served as Chief Financial Officer of two multi-billion dollar publicly-traded companies: TeleTech Holdings, Inc., one of the largest customer experience management companies in the United States, and CKE Restaurants, Inc., an owner, operator and franchisor of popular brands in the quick-service restaurant industry. Earlier in his career, Mr. Lacey was an audit partner at Coopers & Lybrand, an accounting firm.
Our Board of Directors believes that Mr. Lacey brings significant senior leadership management, operational and financial experience.
GEORGE NEBLE?—?age 62?—?Director.
Mr. Neble has served as a member of the board of directors at EverQuote, Inc since May 2018 and as a Business Consultant since July 2017. He brings to his role more than 40 years of accounting experience. From 2012 to 2017, he served as a Managing Partner of the Boston office of Ernst & Young LLP. Prior to that, Mr. Neble was a Senior Assurance Partner at Ernst & Young LLP from 2002 to 2012 and an Assurance Partner at Arthur Anderson serving emerging and growth-oriented companies in all commercial sectors in the New England market from 1978 to 2002. Mr. Neble is a certified public accountant with extensive experience in accounting, SEC and financial reporting matters. His industry experience includes all areas of technology along with consumer products, retail, manufacturing, service and distribution. He holds a B.S. degree in accounting from Boston College.
Our board of directors believes that Mr. Neble brings significant technical skills in accounting, financial expertise, internal controls, senior leadership and public company matters. Mr. Neble was recommended by our nominating and corporate governance committee and Mr. Neble was nominated by Mr. Bowles.
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Vote Required
Directors will be elected by a plurality of the votes cast. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors who are nominated to be elected at the meeting. If no instructions are indicated on a proxy card, the shares will be voted “FOR” the election of these nominees for director. Because director nominees must receive a plurality of the votes cast at the annual meeting, a vote withheld from a particular nominee or from all nominees, abstentions, or broker non-votes will not affect the election of that nominee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION
OF THESE NOMINEES.
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PROPOSAL 2
TO APPROVE, AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF CLASS A COMMON STOCK FROM 150,000,000 TO 250,000,000
(Item No. 2 on Proxy Card)
Our board of directors has adopted resolutions approving, declaring advisable and recommending that our shareholders approve an amendment to the Company’s articles of incorporation, as amended (“Articles of Incorporation”), to increase the authorized number of shares of Class A common stock from 150,000,000 to 250,000,000, subject to shareholder approval at the 2019 annual meeting.
Overview of Proposal
Our Articles of Incorporation currently provides that the total number of shares of capital stock which we have authority to issue is 250,000,000 shares, consisting of? (i) 150,000,000 shares of Class A common stock, (ii) 50,000,000 shares of Class B common stock and, (iii) 50,000,000 shares of preferred stock.
We propose to increase the authorized number of shares of Class A common stock from 150,000,000 shares to 250,000,000. In addition, to effect this change, the total number of shares of capital stock authorized in the Articles of Incorporation would increase from 250,000,000 to 350,000,000.
On April 25, 2019, our board of directors approved by unanimous written consent to recommend to the shareholders that the Articles of Incorporation be amended to increase the number of shares of Class A common stock authorized for issuance by 100,000,000 and accordingly increase the total number of shares of capital stock authorized for issuance by 100,000,000 (the “Amendment”). Under Colorado corporate law, we are required to obtain approval from shareholders to amend the Articles of Incorporation to increase the number of shares of Class A common stock authorized for issuance. If the Amendment is approved by the shareholders at the annual meeting, the Amendment will be effective upon the filing of articles of amendment setting forth such amendment with the Secretary of State of the State of Colorado (or at such later time as may be specified therein), which filing is expected to occur promptly after the annual meeting. The full text of the form of the Amendment, which would replace Section A of Article IV of the Articles of Incorporation in its entirety, is attached as Appendix A to this proxy statement.
Text of the Amendment
We propose to amend Section A of Article IV of the Articles of Incorporation so that it would read in its entirety as follows:
“A. Authorized Capital Stock . The aggregate number of shares that the Corporation shall have authority to issue is three hundred fifty million (350,000,000), consisting of two hundred fifty million (250,000,000) shares of Class A Common Stock, par value $0.0001 per share, fifty million (50,000,000) shares of Class B Common Stock, par value $0.0001 per share, and fifty million (50,000,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). The Class A Common Stock and Class B Common Stock are sometimes referred to in these Articles as the “Common Stock”. References to these “Articles” shall be understood to mean these Articles of Incorporation as set forth herein and as amended from time to time hereafter in accordance with the provisions of these Articles and of applicable law.”
Why we are seeking shareholder approval
Our Articles of Incorporation currently authorize us to issue up to 250,000,000 shares of capital stock, consisting of? (i) 150,000,000 shares of Class A common stock, (ii) 50,000,000 shares of Class B common stock and, (iii) 50,000,000 shares of preferred stock. As of May 3, 2019, we had a total of approximately ???? shares of Class A common stock outstanding, and approximately ???? additional shares of Class A common stock reserved for issuance pursuant to our 2018 Long-Term Incentive Plan and outstanding warrants. As a result, as of May 3, 2019, we had approximately ???? shares of Class A common stock available for future issuance in excess of the outstanding Class A common stock, our future obligations to issue Class A common stock, and other shares of Class A common stock that we have reserved for our 2018 Long-Term Incentive Plan.
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The additional authorized shares of Class A common stock would be available for issuance from time to time in the discretion of the board of directors. The shares of Class A common stock would be issuable for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of either equity or derivative securities, stock dividends, stock splits, or issuances under current and future stock plans. Our board of directors believes that these additional shares will provide us with needed flexibility to issue shares in the future without potential expense and delay incident to obtaining shareholder approval for a particular issuance.
We do not currently have any plans, understandings or agreements for the issuance or use of the additional shares of Class A common stock to be approved under this Proposal 2. However, we may need to raise additional capital in the future and believe it is in our company’s best interest to have available a sufficient number of shares of Class A common stock to do so. We have a history of recurring operating losses and negative cash flow from operations which have necessitated cost reduction measures and raising capital from the offering of equity and derivate securities in the past. Further, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, our historical operating results indicate substantial doubt exists related to our ability to continue as a going concern. As previously disclosed, we expect that future sales of POWERHOUSE™ 3.0 in-roof solar shingles will be our primary source of revenue. We only recently began the nationwide commercialization of POWERHOUSE™ 3.0, and, accordingly, we expect to incur a quarterly cash outflow for a portion of 2019. In the event that we have insufficient capital to cover our operating expenses, including the commercialization of POWERHOUSE™ 3.0, we would evaluate further cost-reduction measures and seek capital from (i) institutional debt financing, (ii) public or private offerings of securities, and (iii) Class A common stock warrant exercises, including by reducing the exercise price of Class A common stock warrants to induce conversion. No assurances can be given that we will be successful in doing so. If our shareholders do not approve this Proposal 2, we may not have a sufficient number of shares of Class A common stock authorized to raise a meaningful amount of capital through the offering of equity or derivative securities in the future.
Rights of Additional Authorized Shares
Any additional authorized shares of Class A common stock, if and when issued, would be part of the existing Class A class of common stock and would have the same rights and privileges as the shares of Class A common stock currently outstanding. Our shareholders do not have pre-emptive rights with respect to the Class A common stock, nor do they have cumulative voting rights. Accordingly, should the board of directors issue additional shares of Class A common stock, existing shareholders would not have any preferential rights to purchase any of such shares, and their percentage ownership of our then outstanding Class A common stock could be reduced.
Certain Risks Associated with the Amendment
The Amendment itself would not affect the rights of existing holders of Class A common stock nor would it increase the number of issued and outstanding shares of Class A common stock. However, if our board of directors authorizes the issuance of shares of Class A common stock in the future, existing shareholder’s proportionate ownership will be proportionately reduced. Further, if we issue additional shares of Class A common stock as a result of the Amendment, there can be no assurance that the market price per share of our Class A common stock will remain constant in proportion to the increase in the number of shares of our Class A common stock outstanding before such issuance.
The market price of our Class A common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. These factors include, among others, the status of the market for our Class A common stock at the time, our reported results of operations in future periods, and general economic, market and industry conditions. Accordingly, the market price of our Class A common stock may not be sustainable at the direct arithmetic result of the Amendment and future issuances of shares of Class A common stock.
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Principal Effects on Outstanding Common Stock
The Amendment itself would not affect the rights of existing holders of Class A common stock nor would it increase the number of issued and outstanding shares of Class A common stock. However, if our board of directors authorizes the issuance of shares of Class A common stock in the future, existing shareholder’s proportionate ownership will be proportionately reduced. Holders of common stock do not have any preemptive rights to subscribe for the purchase of any shares of Class A common stock, which means that current holders of common stock do not have a prior right to purchase any new issue of Class A common stock in order to maintain their proportionate ownership.
The future issuance of additional shares of Class A common stock could have the effect of making it more difficult for a third party to acquire, or discouraging a third party from attempting to acquire, control of the Company.
Interests of Certain Persons in the Proposal
Certain of our officers and directors have an interest in the proposal as a result of their ownership of shares of our Class A common stock. However, we do not believe that our officers or directors have interests in the proposal that are different from or greater than those of any of our other shareholders.
Vote Required
Approval of this Proposal 2 requires the affirmative vote of a majority of the votes cast “FOR” or “AGAINST” the proposal. For purposes of determining the number of votes cast on the matter, only those cast “FOR” or “AGAINST” are included, while abstentions and broker non-votes are not included.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPOATION TO INCREASE THE AUTHORIZED NUMBER OF CLASS A COMMON STOCK FROM 150,000,000 TO 250,000,000
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PROPOSAL 3
NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(Item No. 3 on Proxy Card)
As required by Section 14A of the Securities Exchange Act, we are seeking non-binding advisory shareholder approval of the compensation of our named executive officers as disclosed in the section of this proxy statement titled “Executive Compensation.” This non-binding advisory vote is commonly referred to as a “say on pay” vote. Shareholders are being asked to vote on the following non-binding advisory resolution:
“RESOLVED, that, on a non-binding advisory basis, the compensation paid to Real Goods Solar’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the compensation tables, narrative disclosures and any related material in the Real Goods Solar, Inc.’s Proxy Statement for the 2019 Annual Meeting of Shareholders) is hereby APPROVED.”
Our board of directors believes that the compensation of our named executive officers is based on a design that promotes the creation of long-term shareholder value and positions us for long-term success. Performance-based compensation includes the 2018 Long-Term Incentive Plan and other incentive bonus programs. The mix of fixed and performance-based compensation are designed to enable us to attract and maintain executive officers while, at the same time, creating a relationship between performance and compensation. The compensation committee and our board of directors believe that the design of the performance-based programs, and the compensation awarded to named executive officers under the current program, fulfill this objective.
Shareholders are urged to read the “ Executive Compensation ” section of this proxy statement, which sets forth the compensation we paid our named executive officers during 2018.
Although the vote is on a non-binding advisory basis, the board of directors and the compensation committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.
Vote Required
Approval of this Proposal 3 requires the affirmative vote of a majority of the votes cast “FOR” or “AGAINST” the proposal. For purposes of determining the number of votes cast on the matter, only those cast “FOR” or “AGAINST” are included, while abstentions and broker non-votes are not included.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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PROPOSAL 4
NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE NON-BINDING ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
(Item No. 4 on Proxy Card)
As required by Section 14A of the Securities Exchange Act, we are providing our shareholders with the opportunity to cast a non-binding advisory vote on whether we should conduct future non-binding advisory votes of the nature reflected in Proposal 3 every year, every two years or every three years. This non-binding advisory vote is commonly referred to as a “say on frequency” vote.
The optimal frequency of a vote necessarily turns on a judgment about the relative benefits and burdens of each of the options. There have been diverging views expressed on this question and the board of directors believes there is a reasonable basis for each of the options.
Some have argued for less frequency. They point out that a less frequent vote would allow shareholders to focus on overall design issues rather than details of individual decisions, would align with the goal of named executive officer compensation programs, such as ours, which are designed to reward performance that promotes long-term shareholder value and would avoid the burden that annual votes would impose on shareholder required to evaluate the compensation programs of a large number of companies each year.
Others believe that an annual vote is needed to give shareholders the opportunity to react promptly to emerging trends in compensation, provide feedback before those trends become pronounced over time, and give the board of directors and the compensation committee the opportunity to evaluate individual compensation decisions each year in light of the ongoing feedback from shareholders.
Our executive compensation programs are designed to promote a long-term connection between pay and performance. Accordingly, after careful consideration, the board of directors has determined that holding an advisory vote on executive compensation every three years is the most appropriate policy for the Company at this time and recommends that shareholders vote for future advisory votes on named executive officer compensation to occur every three years.
This advisory vote on the frequency of future advisory votes on named executive officer compensation is non-binding on the board of directors. Shareholders will be able to specify one of four choices for this Proposal 4 on the proxy card: one year, two years, three years or abstain. Shareholders are not voting to approve or disapprove the board of director’s recommendation. Although non-binding, the board of directors and the compensation committee will carefully review the voting results in their entirety. Notwithstanding the board of director’s recommendation and the outcome of the advisory shareholder vote on this Proposal 4, the board of directors may in the future decide to conduct advisory votes on executive compensation on a more frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.
Vote Required
The frequency?—?every year, every two years or every three years?—?of the non-binding advisory vote on named executive officer compensation receiving the largest number of votes will be the frequency that shareholders recommend. For purposes of determining the vote regarding this Proposal 4, abstentions and broker non-votes will have no impact on the vote.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” A FREQUENCY OF EVERY THREE YEARS FOR HOLDING FUTURE NON-BINDING ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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PROPOSAL 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Item No. 5 on Proxy Card)
The audit committee of the board of directors (the “Audit Committee”) of the Company has appointed BDO to audit our consolidated financial statements for the 2019 fiscal year. BDO audited our consolidated financial statements for our 2018 fiscal year. This appointment is being presented to shareholders for ratification at the annual meeting. Shareholder ratification of the appointment of BDO as our independent auditors is not required by our bylaws or otherwise. We are submitting the appointment of BDO to shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the selection, the Audit Committee will reconsider whether to retain BDO. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent audit firm at any time during the year if it determines that such a change would be in the best interests of us and our shareholders. We have invited representatives of BDO to be present at our 2019 annual meeting of shareholders and to make a statement if they desire to do so and to be available for shareholders to respond to appropriate questions. However, we do not expect that any representative of BDO will to be present at our 2019 annual meeting of shareholders.
On November 30, 2018, the Audit Committee made the decision to dismiss Moss Adams LLP (“Moss Adams”) who was previously engaged as the Company’s principal accountant to audit its financial statements for the fiscal year ended December 31, 2017. The Company informed Moss Adams about the decision on December 3, 2018. As previously reported on the Form 8-K dated November 16, 2017, Moss Adams had succeeded Hein & Associates LLP, who had served as the Company’s independent auditors for the fiscal year ended December 31, 2016.
Moss Adams’ audit report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope or accounting principle, except for the inclusion of an explanatory paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern due to its accumulated deficit and recurring losses from operations. There were no disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Moss Adams, would have caused it to make reference thereto in their report on the Company’s financial statements for such year.
During the year ended December 31, 2017 and through the subsequent period preceding Moss Adams’ dismissal, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company filed a Current Report on Form 8-K on December 6, 2018 disclosing the change in principal accountant. The Company provided Moss Adams with a copy of the foregoing disclosures and requested that Moss Adams furnish the Company with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether it agreed with the disclosures related to Moss Adams contained in the Current Report on Form 8-K. A copy of Moss Adam’s letter, dated December 6, 2018, was filed as Exhibit 16.1 to the Current Report on Form 8-K.
On December 5, 2018, the Audit Committee engaged BDO as the Company’s new principal accountant to audit the Company’s financial statements for the 2018 fiscal year. During the Company’s two prior fiscal years and through December 5, 2018, the Company did not consult with BDO regarding either (i) the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or other reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
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Vote Required
The action of the Audit Committee in appointing BDO as the Company’s independent auditors for the 2019 fiscal year will be ratified upon the approval by the affirmative vote of a majority of the votes cast “FOR” or “AGAINST” the proposal. Abstentions and the failure of a broker to cast a discretionary vote will have no effect on the outcome of the vote on this Proposal 5.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA LLP AS OUR INDEPENDENT AUDITORS FOR THE 2019
FISCAL YEAR.
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DIRECTOR INDEPENDENCE, COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Director Independence
Our board of directors currently consists of four members and meets regularly during the year. Our board of directors has determined that each of Messrs. Bouska, Bowles and Scott as well as Mr. Neble is independent within the meaning of the Nasdaq Stock Market Rules. Membership on the Audit Committee, compensation committee and nominating and corporate governance committee is limited to independent directors within the meaning of the Nasdaq Stock Market Rules.
Board Meetings and Board Committees
Our board of directors generally holds four regularly scheduled meetings during the year. During 2018, our board held zero in-person meetings and seven telephonic meetings. Each of our current directors who served as directors during 2018 attended at least 75% of the aggregated number of meetings of our board and of the committees of our board on which such director served during 2018.
Our policy on attendance by directors at the annual meeting encourages our directors to attend the annual meeting unless they have a scheduling conflict. Two of our current directors attended the 2018 annual meeting of shareholders (Robert Scott and Pavel Bouska).
Our board of directors has standing audit, compensation, and nominating and corporate governance committees, for which we have adopted written charters. These charters, which can be found in the Investor Relations section of our website at: https://investors.rgsenergy.com/corporate-governance/?documents-charters, along with our code of ethics adopted by our board of directors, provide the framework for governance of our company. We also have a standing executive committee, which operates under authority provided in our bylaws and without a charter.
Audit Committee. The Audit Committee currently consists of Ian Bowles, Pavel Bouska and Robert Scott. Mr. Scott serves as chairperson of the Audit Committee and is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. For the relevant experience of Mr. Scott, please refer to his biography included below. The Audit Committee is responsible for the appointment, compensation and oversight of our auditor and for approval of any non-audit services provided by the auditor. The Audit Committee also oversees (a) management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and disclosure practices; (b) management’s establishment and maintenance of processes to assure that an adequate system of internal control over financial reporting is functioning; and (c) management’s establishment and maintenance of processes to assure our compliance with all laws, regulations and company policies relating to financial reporting. The Audit Committee held four in-person meetings and zero telephonic meetings during 2018. If our shareholders elect the director nominees set forth in Proposal 1 above, after the 2019 annual meeting, we expect that the Audit Committee will consists of Ian Bowles and George Neble. Further, we expect that Mr. Neble will serve as chairperson of the Audit Committee since he is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. For the relevant experience of Mr. Neble, please refer to his biography included under the heading “Proposal 1?—?Election of Directors” above.
Mr. Scott has served as a director since June 2012. Mr. Scott has advised and assisted a number of companies since retiring as a partner from Arthur Andersen, LLP. From May to November 2009, he served as the interim Chief Financial Officer of Square Two Financial (formerly, Collect America), a private consumer debt company, assisting them with financial administration and transition to a permanent Chief Financial Officer. From 2004 to 2008, Mr. Scott assisted Colorado Mountain Development, engaged in retail land sales primarily in Texas, to improve financial reporting and accounting systems and help transition toward the sale and relocation of the business. During 2003 and 2004, Mr. Scott served as a consultant to KRG Capital Partners, LLC, a Denver-based private equity firm, assisting them with due diligence investigations of certain target companies. Mr. Scott joined Arthur Andersen, LLP, a public accounting firm, in 1970 and was admitted as partner in 1981, continuing through his retirement in 2002. Within Arthur Andersen’s Audit & Business Advisory Group, Mr. Scott served clients in numerous life cycle stages and industries including construction, venture capital, energy exploration and development, manufacturing, cable and satellite television, software development, real estate and manufacturing.
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Compensation Committee. Our compensation committee currently consists of Ian Bowles and Robert Scott. Mr. Bowles serves as chairperson of our compensation committee. Our compensation committee establishes compensation amounts and policies applicable to our executive officers, establishes salaries, bonuses and other compensation plans and matters for our executive officers and administers our stock option plans. Our compensation committee may, if it chooses, delegate any of its responsibilities to subcommittees. Our compensation committee held zero in-person meetings and two telephonic meetings during 2018. If our shareholders elect the director nominees set forth in Proposal 1 above, after the 2019 annual meeting, we expect that our compensation committee will consist of Ian Bowles and George Neble.
The principal objectives that guide the compensation committee in assessing our executive and other compensation programs include the proper allocation among (i) current cash compensation, (ii) short-term bonus compensation and (iii) long-term compensation. Other considerations include our business objectives, our fiduciary and corporate responsibilities (including internal considerations of fairness and affordability), competitive practices and trends and regulatory requirements. In determining the particular elements of compensation that are used to implement our overall compensation objectives, the compensation committee takes into consideration a number of factors related to our performance, such as our earnings per share, profitability, revenue growth and the specific operational and financial performance of certain groups, as well as the competitive environment for our business. Stock price performance is not a factor in determining annual compensation because the market price of our Class A common stock is subject to a variety of factors outside of our control. The compensation committee may, when appropriate (as determined on an annual basis), identify individual performance goals for executive and other officers, which goals may play a significant role in determining such officers’ incentive compensation for that year and which are taken into consideration in setting base salary for the next year. The compensation committee may meet with certain of our executive officers to obtain recommendations with respect to our compensation programs, practices and packages for executives, other employees and directors. The compensation committee may ask management for its recommendations regarding the base salary, bonus targets and equity compensation for the executive team and other employees. The compensation committee considers but is not bound by and may not always accept, management’s recommendations with respect to executive compensation. The compensation committee may also seek input from one or more independent compensation consultants prior to making determinations on material aspects of our compensation programs, practices and packages.
Our compensation committee has the ability to engage, and has in the past engaged, compensation consultants to assist in making determinations on material aspects of our compensation programs, practices and packages, but did not retain any such consultants during 2018.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Ian Bowles and Robert Scott. Mr. Bowles serves as the chairperson of the nominating and corporate governance committee. Our nominating and corporate governance committee carries out responsibilities related to our director nomination process and procedures, developing and maintaining our corporate governance policies and any related matters required by the federal securities laws. Our nominating and corporate governance committee also reviews and approves related-party transactions. Our nominating and corporate governance committee was formed in 2014, and the committee held zero in-person meetings and one telephonic meeting during 2018. If our shareholders elect the director nominees set forth in Proposal 1 above, after the 2019 annual meeting, we expect our nominating and corporate governance committee will consist of Ian Bowles and George Neble.
Our nominating and corporate governance committee identifies and screens individuals qualified to become directors and makes recommendations to our full board of directors regarding the selection and approval of nominees for director to be submitted to our shareholders for election. As described under the heading “Proposal 1?—?Election of Directors,” our nominating and corporate governance committee and our board of directors consider a variety of factors when selecting candidates for election to the board of directors. Our nominating and corporate governance committee and our board of directors will consider qualified director candidates recommended by our shareholders. Our bylaws set forth certain procedures that are required to be followed by shareholders in nominating persons for election to our board of directors. Generally, written notice of a proposed nomination must be received by our corporate secretary no later than the 45 th day nor earlier than the 70 th day prior to the anniversary of the mailing of the preceding
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year’s proxy materials. Other than as described above, our nominating and corporate governance committee and board of directors have not adopted a formal policy regarding the consideration of director candidates recommended by shareholders; however, they would not evaluate shareholder nominees differently from management or board nominees. Although we have not adopted a formal policy regarding the consideration of director candidates recommended by shareholders, the board of directors believes that the procedures set forth in our bylaws are currently sufficient and that the establishment of a formal policy is not necessary. Mr. Neble was recommended by our nominating and corporate governance committee and Mr. Neble was nominated by Mr. Bowles.
Executive Committee. Our executive committee consists of Mr. Bowles and one vacancy. Mr. Bowles serves as the chairperson of our executive committee. Our executive committee may exercise, during intervals between meetings of the board of directors, all the powers and authority of the board, except as otherwise provided in our bylaws or by Colorado law.
Executive Sessions of the Board
Our board of directors’ independent directors meet periodically in executive session. Executive sessions are generally held in connection with regularly scheduled board meetings.
Board Leadership Structure and Role in Risk Oversight
Ian Bowles is the Chairman of our board of directors and is not currently an employee of our company. Dennis Lacey serves as a director and our Chief Executive Officer. As our most senior executive officer, Mr. Lacey has primary, general and active control over our affairs and business and general supervision of our officers, agents and employees. The technology and regulatory landscape involved in our business are constantly evolving and Mr. Lacey brings extensive knowledge in these areas to the board of directors, allowing him to effectively focus board decision-making on those items most important to our overall success. Our board of directors believes that having our most senior executive officer on our board of directors helps promote our overall strategic development and facilitates the efficient flow of information between management and our board of directors. Our board of directors also believes that this leadership structure optimizes Mr. Bowles’s and Mr. Lacey’s contributions to the board’s efforts.
Our board of directors works closely with our Chief Executive Officer in its regular assessment of the risks that could confront our business, whether due to competitive issues, government incentives, the economy or otherwise. It is management’s responsibility to manage risk and bring to our board of directors’ attention the risks that are most material to us. Our board of directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to us and annually reviews our enterprise risk management. The Audit Committee regularly reviews treasury risks (insurance, credit and debt), financial and accounting risks, legal and compliance risks, information technology security risks and risks related to internal control over financial reporting. Our compensation committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and incentive arrangements. Our compensation committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers. We have determined that it is not reasonably likely that risks arising from compensation and benefit plans would have a material adverse effect on us. In addition, the full board of directors considers risks to our reputation, reviews risks related to the sustainability of our operations, considers risks related to succession planning and oversees the appropriate allocation of responsibility for risk oversight among the committees of the board. The full board of directors is also responsible for oversight of enterprise risk management and considers strategic risks and opportunities on a regular basis.
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AUDIT COMMITTEE REPORT
The Audit Committee, on behalf of our board of directors, oversees management’s conduct of internal control processes and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report information required for public disclosure.
Our management is responsible for establishing and maintaining adequate internal financial controls for the preparation of our consolidated financial statements and for the public reporting process. The firm of BDO, as our independent registered public accounting firm for 2018, was responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon expressing its opinion as to whether our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States.
In this context, the Audit Committee reviewed and discussed with management and representatives of BDO our audited consolidated financial statements for the year ended December 31, 2018. BDO stated, in its Report of Independent Registered Public Accounting Firm dated April 15, 2019, that its audit included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
The Audit Committee also discussed with BDO the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee reviewed with BDO, who was responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in our financial statements. Also, the Audit Committee discussed the results of the annual audit and such other matters required to be communicated with the Audit Committee under professional auditing standards.
In discharging its oversight responsibility over the audit process, the Audit Committee obtained from our independent auditors’ statements describing all relationships between our independent auditors and RGS Energy that might bear on our auditors’ independence consistent with applicable requirements of the Public Company Accounting Oversight Board and discussed with our auditors any relationships that may impact their objectivity and independence.
The Audit Committee recommended to our board that our audited financial statements for the year ended December 31, 2018 be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC, in reliance upon: (1) the Audit Committee’s reviews and discussions with management and BDO, (2) management’s assessment of the effectiveness of our internal control over financial reporting; and (3) the receipt of an opinion from BDO, dated April 15, 2019, stating that our 2018 consolidated financial statements present fairly in all material respects, the consolidated financial position of our company and its consolidated subsidiaries at December 31, 2018 and the consolidated results of operations and cash flows for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States.
Audit Committee
Robert Scott, Chairperson
Pavel Bouska
Ian Bowles
This Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that this information be treated as “soliciting material” or specifically incorporate this information by reference into a document filed under the Securities Act or the Exchange Act.
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Wow! She's a beauty! 9.625 kW system in Littleton, Colorado installed by SafeHouse Exteriors! #POWERHOUSE #solarshingles #gosolar #BIPV
https://www.facebook.com/39688271122/posts/10156005275611123/
So thin all the way to .14!!!! Man!!!
Lookin good!! RGSE!!!
RGSE will be just fine! Thanks for your concern but they are doing more than all the other companies already! Get ready cause RGSE is taking over the market!
RGSE really picking it up!!
POWERHOUSE(TM) progress shot! Array one is complete! Moving to array two on the far right roof plane #solarshingles #solarpower #BIPV
https://www.facebook.com/39688271122/posts/10156003383651123/
Go RGSE!!!!
They may release q1 results next week! If not will be the week after.
Real thin all the way to .14!
Hes bought shares with his own money. I dont doubt that he would buy dim shares back with the company money
Yep sure do newb learn to trade! He and I are competeing to see who makes more money this year trading RGSE. So far I'm losing lol. Go take some classes kiddo.
Uh oh! More installs!!!! $$$$$$$ RGSE
No bulky panels, no exterior wiring or conduit, no critter guard needed - this is POWERHOUSE(TM)! Shout out to SafeHouse Exteriors out of Denver, Colorado for this beautiful project! Can't wait to see the finished product! #thefutureissolar #solarshingles #BIPV #gosolar
https://www.facebook.com/39688271122/posts/10156003003806123/
Lol. Noone would give a company 3 mil if the company was going bankrupt. Not happening. Something bigger at play here!