8-K
Beam Global (BEEM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): October 20, 2020
BEAMGLOBAL
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-53204 | 26-1342810 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission <br><br>File Number) | (IRS Employer <br><br>Identification No.) |
| 5660 Eastgate Drive, San Diego, CA | 92121 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 799-4583
Envision Solar International, Inc.
(Former name or Former Address, if Changed Since Last Report.)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | BEEM | NASDAQ Capital Market |
| Warrants | BEEMW | NASDAQ Capital Market |
| Item 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
| --- | --- |
Changes to Non-Employee Directors’ Compensation
In a Board meeting held on October 20, 2020, upon the recommendation of its Compensation Committee, the Board approved the following directors’ compensation for non-employee directors of the Company: (1) a quarterly cash retainer of $5,000 effective on October 1, 2020; (2) an annual grant for $100,000 divided by the average daily closing price of BEEM stock for the preceding year, which will be 12,200 shares for each director for the stock grants on October 20, 2020, to be issued under the plan annually on October 1 going forward and which shall vest quarterly in four (4) equal installments; (3) a payment of $1,000 for attendance in person (or $500 for attendance telephonically) for regularly scheduled board meetings; and (4) to the independent lead director, who is currently Robert C. Schweitzer, an additional annual grant of 40% of the board grant, which will be 4,900 shares for the stock grant on October 20, 2020, to be issued under the Plan annually on October 1 going forward and which shall vest quarterly in four (4) equal installments. All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br><br> <br>Number | Description |
| --- | --- |
| 10.1 | Non-Employee Directors’ Compensation dated October 20, 2020 |
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.
| Beam Global | ||
|---|---|---|
| Dated: October 22, 2020 | By: | /s/ Katherine H. McDermott |
| Name: | Katherine H. McDermott | |
| Title: | Chief Financial Officer |
| 2 |
| --- |
Exhibit 10.1
Envision Solar International, Inc.
Non-Employee Directors’ Compensation
Effective October20, 2020
In a Board meeting held on October 20, 2020, upon the recommendation of its Compensation Committee, the Board approved the following directors’ compensation for non-employee directors of the Company: (1) a quarterly cash retainer of $5,000 effective on October 1, 2020; (2) an annual grant for $100,000 divided by the average daily closing price of BEEM stock for the preceding year, which will be 12,200 shares for each director for the stock grants on October 20, 2020, to be issued under the plan annually on October 1 going forward and which shall vest quarterly in four (4) equal installments; (3) a payment of $1,000 for attendance in person (or $500 for attendance telephonically) for regularly scheduled board meetings; and (4) to the independent lead director, who is currently Robert C. Schweitzer, an additional annual grant of 40% of the board grant, which will be 4,900 shares for the stock grant on October 20, 2020, to be issued under the Plan annually on October 1 going forward and which shall vest quarterly in four (4) equal installments. All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings.