ENERGY FOCUS, INC/DE - FORM 8-K

Attached files

file	filename
EX-99.1 - EX-99.1 - ENERGY FOCUS, INC/DE	l40051exv99w1.htm
EX-99.2 - EX-99.2 - ENERGY FOCUS, INC/DE	l40051exv99w2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-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): June 16, 2010

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation)		0-24230 (Commission File Number)		94-3021850 (I.R.S. Employer Identification Number)


32000 Aurora Road, Solon, Ohio (Address of principal executive offices)		44139 (Zip Code)

440.715.1300
(Registrant’s telephone number,
including area code)

N/A
(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 obligations of the registrant under any of the following provisions:

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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Energy Focus, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 16, 2010 in Solon, Ohio. The matters voted upon and the results of the votes were as follows:

Proposal One — Approval of the Quercus Trust Warrant Exercise Price Reduction


						Broker
For		Against		Abstain		Non-Votes
	12,589,766		1,507,045		669,618		5,447,098

Proposal Two — Board of Directors


			Withheld		Broker
	For All		For All		Non-Votes
David Anthony		14,648,540		118,089		5,447,098
John M. Davenport		14,612,993		153,636		5,447,098
J. James Finnerty		14,546,064		220,565		5,447,098
Michael A. Kasper		13,827,945		938,684		5,447,098
Joseph G. Kaveski		14,574,704		191,925		5,447,098
Paul von Paumgartten		13,929,121		837,508		5,447,098
R. Louis Schneeberger		14,593,879		172,750		5,447,098

Proposal Three — Amendment to the Company’s Certificate of Incorporation


						Broker
For		Against		Abstain		Non-Votes
	18,623,508		1,495,050		95,169		—

Proposal Four — Amendment to the Company’s 2008 Stock Incentive Plan


						Broker
For		Against		Abstain		Non-Votes
	12,957,956		1,788,430		20,243		5,447,098

Proposal Five — Approval of the Company’s Bonding Support Program


						Broker
For		Against		Abstain		Non-Votes
	13,780,076		604,298		382,255		5,447,098

The Company’s Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 30, 2010 provides more information about these proposals and the vote required for approval of each of them.

Item 7.01 Regulation FD Disclosure.

Copies of the agenda and transcript for the Company’s 2010 Annual Meeting of Shareholders discussed in Item 5.07 above are attached to this report as Exhibit 99.1 and 99.2. Exhibits 99.1 and 99.2 are being furnished and not filed with this report for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Energy Focus, Inc. 2010 Annual Meeting of Shareholders Agenda
99.2		Energy Focus, Inc. 2010 Annual Meeting of Shareholders Script

SIGNATURE

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.

Dated: June 22, 2010


	ENERGY FOCUS, INC.
	By /s/ Joseph G. Kaveski
	Name:	Joseph G. Kaveski
	Title:	Chief Executive Officer

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