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): June 16, 2010

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)		0-24230 (Commission File Number)		94-3021850 (I.R.S. Employer Identification Number)

32000 Aurora Road, Solon, Ohio (Address of principal executive offices)		44139 (Zip Code)

440.715.1300
(Registrant’s telephone number,
including area code)

N/A
(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 obligations 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 5.07 Submission of Matters to a Vote of Security Holders.

Energy Focus, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 16, 2010 in Solon, Ohio. The matters voted upon and the results of the votes were as follows:

Proposal One — Approval of the Quercus Trust Warrant Exercise Price Reduction

														Broker
		For				Against				Abstain				Non-Votes
			12,589,766				1,507,045				669,618				5,447,098

Proposal Two — Board of Directors

						Withheld				Broker
		For All				For All				Non-Votes
David Anthony			14,648,540				118,089				5,447,098
John M. Davenport			14,612,993				153,636				5,447,098
J. James Finnerty			14,546,064				220,565				5,447,098
Michael A. Kasper			13,827,945				938,684				5,447,098
Joseph G. Kaveski			14,574,704				191,925				5,447,098
Paul von Paumgartten			13,929,121				837,508				5,447,098
R. Louis Schneeberger			14,593,879				172,750				5,447,098

Proposal Three — Amendment to the Company’s Certificate of Incorporation

														Broker
		For				Against				Abstain				Non-Votes
			18,623,508				1,495,050				95,169				—

Proposal Four — Amendment to the Company’s 2008 Stock Incentive Plan

														Broker
		For				Against				Abstain				Non-Votes
			12,957,956				1,788,430				20,243				5,447,098

Proposal Five — Approval of the Company’s Bonding Support Program

														Broker
		For				Against				Abstain				Non-Votes
			13,780,076				604,298				382,255				5,447,098

The Company’s Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 30, 2010 provides more information about these proposals and the vote required for approval of each of them.

Item 7.01 Regulation FD Disclosure.

Copies of the agenda and transcript for the Company’s 2010 Annual Meeting of Shareholders discussed in Item 5.07 above are attached to this report as Exhibit 99.1 and 99.2. Exhibits 99.1 and 99.2 are being furnished and not filed with this report for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
99.1		Energy Focus, Inc. 2010 Annual Meeting of Shareholders Agenda
99.2		Energy Focus, Inc. 2010 Annual Meeting of Shareholders Script

SIGNATURE

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.

Dated: June 22, 2010