UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

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

Exchange Act of 1934 (Amendment No.   )

 

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

  ¨ Preliminary Proxy Statement
  ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  ¨ Definitive Proxy Statement
  þ Definitive Additional Materials
  ¨ Soliciting Material Pursuant to § 240.14a-12

 

Real Goods Solar, Inc.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

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Real Goods Solar, Inc.

110 16th Street, Suite 300

Denver, Colorado 80202

 

SUPPLEMENT TO THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT DATED JULY 6, 2017

 

The date of this Supplement is November 3, 2017

 

To our shareholders:

 

The information contained in this supplement and the accompanying notice (the “Supplement”) amends and supplements the corresponding information in the Notice of Annual Meeting of Shareholders and Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2017 (the “Proxy Statement”) by Real Goods Solar, Inc., a Colorado corporation (“we”, “us”, “our”, or “RGS Energy”), in connection with the solicitation of proxies on behalf of RGS Energy for use at our 2017 Annual Meeting of Shareholders and at any adjournment, postponement, continuation or rescheduling thereof (the “2017 Annual Meeting”). The 2017 Annual Meeting, which was originally scheduled to be held on August 23, 2017, was reconvened and adjourned on October 4, 2017, and will reconvene at 10:00 a.m. local time on December 14, 2017 at the Holiday Inn Express, 401 17th Street, Denver, Colorado 80202.

 

The original record date for the 2017 Annual Meeting was the close of business on July 6, 2017. To permit the reconvening of the 2017 Annual Meeting on December 14, 2017, our board of directors has established the close of business on November 2, 2017 as the new record date for determining our shareholders entitled to notice of, and to vote at, our 2017 Annual Meeting, including any postponement or adjournment thereof. As of the close of business on November 2, 2017, 8,155,002 shares of our common stock were issued and outstanding and entitled to vote at the 2017 Annual Meeting or any postponement or adjournment thereof.

 

As discussed in the Proxy Statement, the proxy card, our 2016 annual report, the Proxy Statement, and voting instructions are available at http://www.viewproxy.com/RealGoodsSolar/2017AM. You may also request a printed copy of the Proxy Statement and the proxy card by any of the following methods: (a) telephone at 303-222-8344; (b) Internet at http://www.viewproxy.com/RealGoodsSolar/2017AM; or (c) email at investorrelations@rgsenergy.com.

 

Our Board of Directors recommends that you vote, or give instruction to vote, “FOR” each of the proposals in the Proxy Statement.

 

If you have become a shareholder since July 6, 2017, please take a moment to vote your shares today. Simply follow the instructions on the enclosed WHITE Voting Instruction Form – you can vote by Internet, phone or mail.

 

 If you were a shareholder on July 6, 2017:

·If you have previously voted your shares and do not wish to change your vote, no action is necessary. Unless we receive instructions from you to the contrary, we will vote your shares according to your instructions on your previously submitted proxy card or pursuant to your instructions previously submitted by Internet, phone or mail.

 

·If you have previously voted your shares and wish to change your vote or apply your previously submitted vote instructions to shares acquired since the original record date, you may do so by following the instructions on the enclosed WHITE Voting Instruction Form – you can vote by Internet, phone or mail.

 

·If you did not previously vote your shares, please take a moment to vote your shares today. Simply follow the instructions on the enclosed WHITE Voting Instruction Form – you can vote by Internet, phone or mail.

 

 

Remember - every share and every vote counts. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 toll-free.

 

THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS SUPPLEMENT AND THE ACCOMPANYING NOTICE AND THE INFORMATION INCLUDED HEREIN AND THEREIN SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

 

 

 

 

 

 

 

Real Goods Solar, Inc.

110 16th Street, Suite 300

Denver, Colorado 80202

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, DECEMBER 14, 2017

 

To our shareholders:

 

We will hold the 2017 annual meeting of shareholders of Real Goods Solar, Inc., a Colorado corporation (“we”, “us”, “our”, or “RGS Energy”), on Thursday, December 14, 2017, at 10:00 a.m. local time, at the Holiday Inn Express, 401 17th Street, Denver, CO 80202 for the following purposes:

 

1. to elect five directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified;

 

2. to amend the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan to increase the number of shares authorized for issuance and the number of shares that a participant may receive in a fiscal year;

 

3. to ratify the appointment of Hein & Associates LLP to audit our consolidated financial statements for the 2017 fiscal year; and

 

4. to transact such other business as may properly come before our annual meeting, or any adjournment(s) or postponement(s) thereof.

 

The original record date for our annual meeting was the close of business on July 6, 2017. Our board of directors has fixed the close of business on November 2, 2017 as the new record date for determining our shareholders entitled to notice of, and to vote at, our annual meeting. A complete list of our shareholders entitled to vote at our annual meeting will be available for inspection by our shareholders prior to our annual meeting upon written request before the annual meeting showing a proper purpose made during normal business hours at our Denver, Colorado office and subject to satisfaction of other requirements set forth in our bylaws. Only shareholders of record on the November 2, 2017 record date are entitled to notice of, and to vote at, our annual meeting and any adjournments or postponements thereof.

 

On or about November 3, 2017, we expect to commence mailing our shareholders (other than those to whom we previously mailed proxy materials and those who previously requested electronic delivery of our proxy materials) this proxy statement, the accompanying proxy card for the annual meeting, and the 2016 annual report. If you received your annual meeting materials by mail, the proxy statement and proxy card from our board of directors and our 2016 annual report were enclosed. If you received your annual meeting materials via email, the email contained voting instructions and links to the proxy statement, the proxy card and the 2016 annual report on the Internet, which are available at http://www.viewproxy.com/RealGoodsSolar/2017AM. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email unless you elect otherwise.

 

Our shareholders are cordially invited to attend our annual meeting in person.

 

  By Order of the Board of Directors,
   
November 3, 2017 /s/ Dennis Lacey
  Dennis Lacey, Chief Executive Officer