Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2012, the board of directors of Real Goods Solar, Inc. (the "Company") elected Pavel Bouska, age 58, to serve as a director of the Company. Mr. Bouska has been an independent business consultant and President of WIT, LLC since 2006. From 2003 to 2006, he was the Chief Executive Officer and served as a director of ionSKY Inc, a wireless Internet service provider. Between 1999 and 2003, Mr. Bouska served as Executive Vice President and Chief Information Officer of Gaiam, Inc., as Chief Executive Officer of Gaiam Energy Tech, Inc., the renewable energy division of Gaiam, Inc. that later became the Company, and as a director of Gaiam.com, Inc., an e-commerce subsidiary of Gaiam, Inc. In addition, Mr. Bouska served as a director of Gaiam, Inc. between 1991 and 1999. Gaiam, Inc. is a producer and marketer of lifestyle media and fitness accessories and a significant shareholder of the Company. From 1988 to 1999, he served as Chief Information Officer and Vice President, Information Technology of Corporate Express, Inc., a corporate supplier, as it grew from $2 million of gross revenues to a Fortune 500 company. From 1985 to 1988 Mr. Bouska worked as project leader at sd&m, a software company in Munich, Germany. He has experience with organization management and technology deployment in rapidly growing and changing environments, business unit integrations, and mergers and acquisitions. From 2002 to 2012, Mr. Bouska has also served as President and Chairman of the Board of Sunshine Fire Protection District in Boulder, Colorado.

On September 11, 2012, John Jackson resigned as a director of the Company. Mr. Jackson's resignation is not due to any disagreement with the Company on any matter related to the Company's operations, policies or practices.

---