|
o
|
Preliminary Proxy Statement
|
|
o
|
Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
|
|
o
|
Definitive Proxy Statement
|
|
x
|
Definitive Additional Materials
|
|
☐
|
Soliciting Material Under § 240.14a-12
|
|
x
|
No fee required.
|
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount previously paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
| Dear Fellow Telkonet Shareholder: | June 16, 2016 |
|
●
|
First,
since Bill Davis and I joined the Telkonet Board in December of 2009, the current Board and management have
been clear about our plan to facilitate sustainable sales growth, enterprise value, and shareholder value through
continued platform innovation and expanding sales channels through the use of strategic partners such as Trane, Samsung,
Johnson Controls and others. After the addition of Tim Ledwick, Jeff Andrews, and Kelly Warner to the Board, we expanded our
relationships with these strategic partners and are seeing growing traction from this initiative. Telkonet’s
sales team also continues to build sustainable selling relationships through channel partners who value Strong
Leadership demonstrated by the existing management and the Board.
|
|
●
|
Second, the Telkonet shareholders approved a proposal allowing the Board to implement a reverse stock split at last year’s annual shareholder meeting. This shareholder approval was good for a one-year period. So, inclusion of the reverse stock split in this year’s proxy statement is consistent with last year’s proxy statement. Shareholder approval of the reverse stock split simply permits the Board authority to implement a reverse stock split until the 2017 annual shareholder meeting, should the Board determine that to do so is in the best interests of the shareholders.
|
|
●
|
Third, Telkonet’s current Board consists of individuals with deep roots and experience in the Clean Technology space, along with significant experience in managing companies and relationships with partners who bring value to Telkonet’s strategic vision. As a shareholder, you are entitled to understand what the opposition slate’s plans are for these strategic relationships and I encourage you to do an analysis of the competing qualifications of the incumbent Board versus the opposition slate of directors.
|
|
●
|
Fourth, as stated in the opposition slate’s proxy statement, if the opposition slate of directors gains control of the Board, then they will vote to have Telkonet reimburse the cost of their proxy solicitation, which is estimated to be greater than $250,000.00. This is a sizeable expense that Telkonet would not otherwise incur.
|
|
●
|
Fifth, if you have not yet received your proxy for Telkonet’s annual shareholder meeting on June 27th, or if you would like to discuss this very important matter, please contact our proxy solicitor Laurel Hill Advisory Group at 888-742-1305.
|
