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): December 14, 2011
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-147104 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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:
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On December 14, 2011, the board of directors of Envision Solar
International, Inc. (the "Company") accepted the voluntary resignation of Robert
Noble as the Executive Chairman and employee of the Company, effective as of
December 31, 2011, while Mr. Noble will remain a director and Chairman of the
Board of Directors of the Company. The Company and Mr. Noble entered into a
severance agreement regarding the termination of Mr. Noble's employment with the
Company (the "Agreement"). Pursuant to the Agreement, Mr. Noble agreed to forgo
a total of $209,006 of accrued deferred compensation owed to Mr. Noble as of
December 14, 2011 and to release all claims, promises, debts, causes of action
or similar rights of any type or nature that Mr. Noble may have or had against
the Company, in consideration for the issuance of a warrant to purchase up to
1,138,120 shares of the Company's common stock at an exercise price of $0.24 per
share exercisable for a period of five years from the date of the warrant. Mr.
Noble will not receive a salary from the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Noble warrant agreement
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.
ENVISION SOLAR INTERNATIONAL, INC.
December 16, 2011 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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