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Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

Date : 04/20/2015 @ 4:34PM
Source : Edgar (US Regulatory)
Stock : Andalay Solar, Inc. (QB) (WEST)
Quote : 0.0075 -0.0012 (-13.79%) @ 12:25PM

Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

SCHEDULE 14A

(Rule 14a-101)



Proxy Statement Pursuant To Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)



Filed by the Registrant: x

Filed by a Party other than the Registrant: o



Check the appropriate box:





x

Preliminary Proxy Statement


?

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))






?

Definitive Proxy Statement


?

Definitive Additional Materials






?

Soliciting Material Pursuant to §240.14a-12




ANDALAY SOLAR, INC.

(Name of Registrant as Specified in Its Charter)



Payment of Filing Fee (Check the appropriate box):





x

No fee required






?

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.






(1)

Title of each class of securities to which transaction applies:






(2)

Aggregate number of securities to which transaction applies:






(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






(4)

Proposed maximum aggregate value of transaction:






(5)

Total fee paid:






?

Fee paid previously with preliminary materials:






?

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.






(1)

Amount Previously Paid:






(2)

Form, Schedule or Registration Statement No.:






(3)

Filing Party:






(4)

Date Filed:
















Table of Contents



Andalay Solar Inc. phone: [phone] FREE fax: [phone] www.andalaysolar.com

Corporate Headquarters: 48900 Milmont Drive, Fremont, CA 94538



Andalay Solar Logo



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 9, 2015

9:30 a.m. (Pacific Daylight Time)



To the Stockholders of Andalay Solar, Inc:



Notice is hereby given that the Annual Meeting of Stockholders of Andalay Solar, Inc. (the “Company” or “Andalay Solar”), a Delaware corporation, will be held at our principal corporate offices, which after May 1, 2015 will be located at 48900 Milmont Drive, Fremont, CA 94538 on June 9, 2015, at 9:30 a.m. (Pacific Daylight Time) for the following purposes:





1.

To elect four (4) directors to the Board of Directors to a one year term;




2.

To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 2,500,000,000;




3.

To approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our Common Stock (“Reverse Stock Split”) on a 1 for 50 ratio. The Board of Directors may, at its sole discretion, elect not to implement any Reverse Stock Split, even if approved by the stockholders;




4.

To approve the Sixth Modification to the 2006 Incentive Stock Plan (the “Stock Plan”), which will extend the term of the Stock Plan from its current 2016 termination date to 2021; we refer to this proposal and proposal No.5 as the “Sixth Modification to the 2006 Incentive Stock Plan;”




5.

To approve the Sixth Modification to the Stock Plan, which will increase the total number of shares of stock that Andalay Solar, Inc. will have the authority to issue from 50 million to 250 million resulting in a net increase in reserved shares for the Company’s employee stock plans of 200 million;




6.

To ratify the appointment of Burr Pilger Mayer, Inc. as the Company's independent registered public accounting firm for the year ending December 31, 2015;




7.

To approve 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; and




8.

To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.




Our Board of Directors recommends a vote FOR the nominees for director under Item 1 and FOR Items 2, 3, 4, 5, 6 and 7. Stockholders of record at the close of business on April 21, 2015 are entitled to notice of, and to vote at, this meeting and any adjournment or postponement. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal corporate offices described above.



Whether or not you plan to attend the Annual Meeting, please mark, sign, date and promptly return the accompanying Proxy. You may revoke your Proxy at any time before it is voted.



Stockholders are cordially invited to attend the meeting in person. Please indicate on the enclosed Proxy whether you plan to attend the meeting. Stockholders may vote in person if they attend the meeting even though they have executed and returned a Proxy.




By Order of the Board of Directors,



Steven Chan


Chief Executive Officer, President, and Interim Chief Financial Officer




Dated: April 22, 2015