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

On November 7, 2012, the Board of Directors of ZBB Energy Corporation (the "Company") approved the following revisions to the Company's Director Compensation Policy (the "Policy").

1. Restricted Stock Unit ("RSU") Awards made to non-employee directors under the Policy will now be made under the Company's 2012 Non-employee Director Equity Compensation Plan rather than the Company's 2010 Omnibus Long-term Equity Incentive Plan.

2. In light of the fact that in the Company's June 2012 underwritten public offering shares were sold to the public at $0.38, the price to be used to determine the number of RSUs to be issued on the date of the 2012 Annual Meeting shall be $0.38 (the "Fiscal 2013 RSU Awards").

As a result of using $0.38, rather than the current trading price of the Company's common stock, to determine the number of Fiscal 2013 RSU Awards to be issued, the number of awards to be issued to non-employee directors for fiscal 2013 will be reduced by approximately forty two percent.

Item 9.01. Financial Statements and Exhibits.

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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