Washington, D.C. 20549


(Rule 14a-101)





Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


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oPreliminary Proxy Statement
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oSoliciting 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)


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The following is a transcripts of a recorded telephone message Real Goods Solar, Inc. (the “Company”) plans to distribute to its shareholders in connection with the Company’s 2018 Annual Shareholders Meeting, beginning on or about May 30, 2018.


Hi, this is Dennis Lacey, CEO of Real Goods Solar, the exclusive worldwide manufacturer of the POWERHOUSE solar shingle. You will have received by now an important set of materials related to our 2018 Annual Shareholders Meeting. I ask that you take a moment to review the proxy materials and vote your shares. RGS is proposing shareholder approval of the Note Financing Action to enable us to maximize our ability to obtain cash from the Note Financing to pursue commercialization of the POWERHOUSE™ solar shingle. RGS is also proposing approval of a new stock option plan, as our prior plan expired earlier this year. We are not asking for an increase over the number of awards previously approved under the old plan, just a new plan to issue them under. Your support on these matters is greatly appreciated. If you have questions regarding the proxy material, please contact one our proxy specialists from Alliance Advisors at 833-814-9448. Thank you in advance for your vote and for being a valued shareholder.