I see whats hapenning, BIG SET UP IMO:
To the Stockholders of Open Energy Corporation:
Notice is hereby given that the annual meeting of the stockholders of Open Energy Corporation will be held on December 22, 2008 at 10:00 a.m. at our corporate headquarters located at 514 Via de la Valle, Suite 200, Solana Beach, California 92075, for the following purposes:
1. To elect the following five individuals to our board of directors:
David Anthony
David Field
Kenneth F. Potashner
Joseph Bartlett
Tom Naylor
2. To approve an amendment to our articles of incorporation to increase the number of authorized shares of our common stock from 1,125,000,000 to 3,000,000,000.
3. To approve an amendment to our articles of incorporation to give the holders of our Series B Convertible Notes voting rights.
4. To approve a 50-for-1 reverse split of our common stock to be effected at the sole discretion of our board of directors, if at all, within one year from the date of the annual meeting.
5. To approve two amendments to the Open Energy Corporation 2006 Equity Incentive Plan that (i) increase the number of authorized shares of our common stock subject to such plan from 16,500,000 to 195,000,000; and (ii) add a provision to such plan providing that the maximum number of shares that may be reserved for issuance under the plan will automatically increase, without the need for further board or stockholder approval, on the first day of each of our fiscal years, beginning with June 1, 2009, to the amount that equals 15% of the total number of shares of our common stock outstanding on a fully diluted basis on the last day of the immediately preceding fiscal year.
6. To transact such other business as may be properly brought before the meeting or any adjournment thereof.
Our board of directors has fixed the close of business on November 12, 2008 as the record date for the determination of stockholders entitled to notice of and to vote at our annual meeting and at any adjournment or postponement thereof.
Enclosed is a proxy. Whether or not you expect to be at our annual meeting, please complete, sign and date the enclosed proxy and return it promptly . If you plan to attend our annual meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted.
