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WEST > SEC Filings for WEST > Form 8-K on 20-Sep-2013All Recent SEC Filings

Show all filings for WESTINGHOUSE SOLAR, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WESTINGHOUSE SOLAR, INC.


20-Sep-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 19, 2013, Westinghouse Solar, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"). At the Annual Meeting, the stockholders voted on the following seven (7) proposals and cast their votes as described below. These matters are described in detail in the Company's proxy statement for the Meeting, which was filed with the Securities and Exchange Commission on August 9, 2013.

Proposal 1 - Election of Directors

The following four (4) individuals were elected as directors, to serve until the
2014 Annual Meeting of Stockholders or their successors are elected and
qualified with the following votes:

Name of Director                           Votes For        Votes Against       Abstentions      Broker Non-Votes
(a) Edward L. Bernstein                      16,177,941                   0        1,760,311             43,620,964
(b) Mark L. Kalow                            16,427,190                   0        1,511,062             43,620,964
(c) Ron Kenedi                               16,438,952                   0        1,499,300             43,620,964
(d) Edward Roffman                           16,175,441                   0        1,762,811             43,620,964

Proposal 2 - Amendment to the Company's Certificate of Incorporation to change the name of the Company from "Westinghouse Solar, Inc." to "Andalay Solar, Inc."

The stockholders approved and adopted an amendment to the Company's Certificate of Incorporation to change the name of the Company from "Westinghouse Solar, Inc." to "Andalay Solar, Inc." based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes

50,594,454 7,718,716 3,246,046 --

Proposal 3 - Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100 million to 500 million

The stockholders approved and adopted an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100 million to 500 million based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes

41,460,258 19,515,108 583,850 --

Proposal 4 - Amendment to the Company's 2006 Incentive Stock Plan

The stockholders approved and adopted an amendment to the Company's 2006 Incentive Stock Plan (the "Plan") to increase the number of shares of Company common stock reserved for issuance under the Plan from 3,000,000 to 50,000,000 based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes

14,421,226 3,411,314 105,712 43,620,964


Proposal 5 - Ratification of the appointment of Burr Pilger Mayer, Inc as the Company's independent registered public accounting firm for the year ending December 31, 2013.

The stockholders ratified and approved the appointment of Burr Pilger Mayer, Inc. as the Company's independent registered public accounting firm for the year ending December 31, 2013 based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes

54,653,515 3,338,191 3,567,510 --

Proposal 6 - A non-binding, advisory vote to approve the executive compensation of the Chief Executive Officer.

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved the executive compensation of the Chief Executive Officer based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes

14,736,660 2,208,149 993,443 43,620,964

Proposal 7 - A non-binding, advisory vote to determine the frequency of conducting future advisory votes on executive compensation.

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved a three (3) year frequency of conducting future advisory votes on executive compensation based on the votes listed below:

One Year Two Years Three Years Abstentions

2,940,978 2,344,203 11,836,556 816,515

After considering the preferences expressed at the annual meeting, the Company's Board of Directors may determine to hold future non-binding, advisory votes on executive compensation every three (3) years, so that the next such vote will be held at its 2016 Annual Meeting of Stockholders. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of stockholder votes on the compensation of executives no later than its 2019 Annual Meeting of Stockholders.


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