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EX-99.1 - EX-99.1 - ENERGY FOCUS, INC/DE | l40051exv99w1.htm |
8-K - FORM 8-K - ENERGY FOCUS, INC/DE | l40051e8vk.htm |
Exhibit 99.2
ENERGY FOCUS, INC.
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, JUNE 16, 2010 1:00 P.M. Eastern Time
Script for Chairperson of the Meeting
I. CALL THE MEETING TO ORDER
A. INTRODUCTIONS
Chairperson: Hello, ladies and gentlemen. Will the meeting please come to order. I want to
welcome all of you to the annual meeting of shareholders of Energy Focus. I am Joe Kaveski, the
Chief Executive Officer of the company, and I will be presiding at this meeting.
Also present at the meeting today are:
John M. Davenport, our President,
Eric M. Hilliard, our Vice President and Chief Operating Officer,
Nicholas G. Berchtold, our Vice President Finance, Chief Financial Officer, and Secretary,
Roger Buelow, our Chief Technical Officer,
Frank Lamanna, our Corporate Controller, and
Gerry M. Cowden and Thomas J. Talcott, of Cowden & Humphrey, our outside General Counsel.
Mr. Berchtold will act as secretary of this meeting. Mr. Lamanna has been appointed to act as
Inspector of Election.
Joseph Adams, representative from Plante and Moran, our independent auditors, is also present
at the meeting. During the question and answer period at the end of the meeting, he will be
available to answer questions concerning the companys financial statements.
There are five vote-related items of business on the agenda for this years meeting.
The first item of business is to approve the reduction in the exercise price of a March 2008
Warrant to purchase 1,560,062 shares of common stock by The Quercus Trust from $3.08 to $0.01 per
share.
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The second item is the election of the directors for the coming year. Based upon the
recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has
nominated the following persons to serve as directors:
David Anthony,
John M. Davenport who also serves as the companys President,
J. James Finnerty,
Michael A. Kasper,
Joseph G. Kaveski who also serves as the Companys Chief Executive Officer,
Paul von Paumgartten, and
R. Louis Schneeberger;
John M. Davenport who also serves as the companys President,
J. James Finnerty,
Michael A. Kasper,
Joseph G. Kaveski who also serves as the Companys Chief Executive Officer,
Paul von Paumgartten, and
R. Louis Schneeberger;
The third item is to amend the Companys Certificate of Incorporation to increase the total number
of authorized shares of common stock from 30,000,000 to 60,000,000.
The fourth item is to approve an amendment to the 2008 Incentive Stock Plan to increase the number
of shares of common stock authorized for issuance under the plan from 1,000,000 to 3,000,000.
The fifth item is to approve the issuance of warrants to directors and officers who have or will
participate in the Companys bonding program support.
B. INSTRUCTIONS ON RULES OF CONDUCT AND PROCEDURES
Chairperson: Each of you should have registered at the desk as you entered the meeting. If anyone
has not registered, would you at this time please step over to the desk and sign the register.
To conduct an orderly meeting, we ask that participants abide by our rules of conduct.
Shareholders should not address the meeting until recognized. Should you desire to ask a question
or speak during this meeting, please raise your hand. After being recognized, first identify
yourself and your status as a shareholder or representative of a shareholder, then state your point
or ask your question. As stated in the rules of conduct, we ask that you restrict your remarks to
the item of the agenda that is before us.
Thank you for your cooperation with these rules.
C. PROOF OF NOTICE OF MEETING
Chairperson: Our stock transfer agent, The Bank of New York/Mellon Shareowner Services, is
providing us with an Affidavit of Mailing establishing that Notice of this meeting was duly given.
Copies of the Notice of Meeting and of the Affidavit of Mailing will be incorporated into the
minutes of this meeting. All shareholders of record at the close of business on April 29, 2010 are
entitled to vote at the annual meeting.
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D. PROXIES; EXISTENCE OF QUORUM
Chairperson: Our first order of business at this meeting is to determine whether the shares
represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for
the purpose of transacting business. Mr. Berchtold, do you have a report?
Secretary: Yes, the shareholders list shows that holders of 22,930,366 shares of common stock of
the company are entitled to vote at this meeting. We are informed by the inspector of election
that there are represented in person or by proxy 20,213,727 shares of common stock or approximately
88.1% of all of the shares entitled to vote at this meeting. Aside from the 1,560,062 shares that
are covered by the first item of business of this meeting, there are represented in person or by
proxy 18,653,665 shares or approximately 81.3% of all shares entitled to vote at the meeting.
Chairperson: Thank you. Because holders of a majority of the shares entitled to vote at this
meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes
of transacting the business as may properly come before it.
II. PROPOSALS AND DISCUSSION
Chairperson: The next order of business is a description of the matters to be voted on at todays
meeting.
A. PROPOSAL NO. 1 APPROVAL OF THE REDUCTION IN THE EXERCISE PRICE OF 1,560,062 WARRANTS ISSUED
TO QUERCUS TRUST.
Chairperson: The first proposal before the shareholders of the company is the approval of the
reduction in the exercise price of 1,560,062 warrants issued to The Quercus Trust on March 14, 2008
from $3.08 to $.01.
B. PROPOSAL NO. 2ELECTION OF DIRECTORS
Chairperson: The second proposal before the shareholders of the company is
the election of seven directors to serve until the annual meeting of shareholders in 2011 or until
their successors are duly elected and qualified. The Board of Directors of the company recommends
the election of the following persons as directors of the company:
David Anthony,
John M. Davenport who also serves as the companys President,
J. James Finnerty,
Michael A. Kasper,
Joseph G. Kaveski who also serves as the Companys Chief Executive Officer,
Paul von Paumgartten, and
R. Louis Schneeberger.
John M. Davenport who also serves as the companys President,
J. James Finnerty,
Michael A. Kasper,
Joseph G. Kaveski who also serves as the Companys Chief Executive Officer,
Paul von Paumgartten, and
R. Louis Schneeberger.
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C. PROPOSAL NO. 3AMENDMENT TO THE COMPANYS CERTIFICATE OF INCORPORATION to increase the total
number of authorized shares of common stock from 30,000,000 to 60,000,000.
Chairperson: The third proposal before the shareholders of the company is the approval of the
amendment to the companys certificate of incorporation to increase the total number of authorized
shares of common stock from 30,000,000 to 60,000,000.
D. PROPOSAL NO. 4APPROVAL OF THE AMENDMENT TO THE COMPANYS 2008 INCENTIVE STOCK PLAN to
increase the number of shares of common stock authorized for issuance under the plan from 1,000,000
to 3,000,000.
Chairperson: The fourth proposal before the shareholders of the company is the approval of the
amendment to the companys 2008 incentive stock plan to increase the number of shares of common
stock authorized for issuance under the plan from 1,000,000 to 3,000,000.
E. PROPOSAL NO. 5APPROVAL OF THE ISSUANCE OF warrants to directors and officers who have or will
participate in the Companys bonding program support.
Chairperson: The fifth proposal before the shareholders of the company is the approval of bonding
support program whereby directors and officers lend money to the company and, in return, obtain
interest payments and warrants convertible into shares of company stock.
III. VOTING
Chairperson: I will now recognize any shareholders wishing to comment on any of these resolutions:
A. OPENING POLLS
Chairperson: With there being no further discussion, we will now open the polls. If you desire a
ballot, please raise your hand to so indicate and it will be provided. The Inspector of Election
will provide ballots to those who desire them. If you previously voted by proxy, you do not need
to vote today unless you wish to change your vote.
B. VOTING ON PROPOSALS
Chairperson: The Inspector of Election will now collect any outstanding ballots. If you have
brought your proxy or wish to vote by ballot, please provide your proxy or ballot to the Inspector
of Election. Again, if you have already voted by proxy, you need not vote today unless you would
like to change your vote. Please hold up your hand so that your ballot can be collected.
C. CLOSING POLLS
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Chairperson: We now have all the ballots, and since all those desiring to vote by ballot have done
so, I hereby declare the polls closed. The ballots and proxies will be held in the possession of
the Inspector of Election. The Inspector of Election will count the votes.
IV. RESULTS OF VOTING
Chairperson: Will the Secretary please report the results of the voting.
Secretary: I will ask the Inspector of Election to provide an overview of the passage of the
proposals.
Inspector of Elections: Based upon our tabulations, the following proposals have been approved by
the shareholders:
PROPOSAL NO. 1APPROVAL OF THE REDUCTION IN THE EXERCISE PRICE OF 1,560,062 WARRANTS ISSUED TO THE
QUERCUS TRUST.
PROPOSAL NO. 2ELECTION TO THE BOARD OF DIRECTORS OF THE SEVEN NOMINEES.
PROPOSAL NO. 3AMENDMENT OF THE COMPANYS CERTIFICATE OF INCORPORATION to increase the total
number of authorized shares of common stock from 30,000,000 to 60,000,000.
PROPOSAL NO. 4APPROVAL OF THE AMENDMENT TO THE COMPANYS 2008 INCENTIVE STOCK PLAN to increase
the number of shares of common stock authorized for issuance under the plan from 1,000,000 to
3,000,000.
PROPOSAL NO. 5APPROVAL OF THE ISSUANCE of warrants to directors and officers who have or will
participate in the Companys bonding program support.
Secretary: Thank you, this concludes the voting process for the companys annual shareholder
meeting. I will now turn the meeting back over to the Chairperson.
V. ADJOURNMENT
Chairperson: Thank you for attending todays meeting. The meeting is adjourned. We will now have
a presentation by the companys management, after which we will have a brief question and answer
period.
VI. MANAGEMENT PRESENTATION
VII. QUESTIONS AND ANSWERS
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Script reviewed and certified by
Chief Financial Officer and Secretary
Energy Focus, Inc.
Energy Focus, Inc.
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