BEAM GLOBAL

5660 Eastgate Drive

San Diego, CA 92121

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 19, 2016To Be Held on Wednesday, August 10, 2022

Dear Stockholder:Stockholders of Beam Global:

Notice is hereby given that an

We are pleased to invite you to attend our 2022 Annual Meeting of Stockholders ("Annual Meeting") of Envision Solar International, Inc. ("ESI" or the "Company") willto be held on Wednesday, August 10, 2022 at 4:9:00 p.m.a.m. Pacific Time on Monday, December 19, 2016(the “Annual Meeting”) at 5660 Eastgate Drive, San Diego, California.California 92121.

At the The Annual Meeting you will be asked to consider and vote upon the following:

1. Election of members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

2. Ratification of the appointment of Salberg & Company, P.A. as ESI's independent registered public accounting firmis being held for the fiscal year ending December 31, 2016.

3. Amending the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 162,500,000, par value $0.001 per share, to 490,000,000, par value $0.001 per share, and to authorize 10,000,000 shares of preferred stock, par value $0.001.

4. Approval of, by non-binding advisory vote, the Company's executive compensation program.

5. Transactions of such other business as may properly come before the Annual Meeting or action on any adjournment or postponement of the meeting.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.following purposes:

The

Our Board of Directors has fixed the close of business on October 21, 2016June 16, 2022 as the record date for the determinationAnnual Meeting. Only stockholders of stockholders entitled torecord as of June 16, 2022 may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about June 24, 2022.

Your vote is important. Whether or not you plan to attend the meeting, we would like for your shares to be represented. Please vote at this Annual Meeting and at any adjournment or postponement of it.

A copy of the Company's Form 10-K for the fiscal year ended December 31, 2015 is included with this Proxy Statement. A copy of the Annual Report and Proxy Statement can also be found onas soon as possible via the Internet, at www.envisionsolar.com.telephone, or mail.

Sincerely,

/s/ DESMOND WHEATLEY

Desmond Wheatley

President, Chief Executive Officer and PresidentChairman

San Diego, California

June 24, 2022

IMPORTANT

PleaseYou are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and promptly return the enclosed proxy card or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the accompanying postage-paid return envelope so that your shares may be votedAnnual Meeting. Even if you are unable tohave voted by proxy, you may still vote if you attend the Annual Meeting.

ENVISION SOLAR INTERNATIONAL, INC. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

5660 EASTGATE DRIVE

San Diego, California 92126

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday, August 10, 2022

TABLE OF CONTENTS

BEAM GLOBAL

PROXY STATEMENT

FOR THE2022 ANNUAL MEETING OF STOCKHOLDERS

December 19, 2016

To Be Held at 9:00 a.m. Pacific Time on Wednesday, August 10, 2022

INFORMATION CONCERNING SOLICITATION AND VOTING

General

TheThis proxy statement and the enclosed form of proxy ("Proxy") is solicited on behalfare furnished in connection with the solicitation of theproxies by our Board of Directors (the "Board"“Board” or “Board of Directors”) for use at the 2022 annual meeting of Envision Solar International, Inc.,stockholders of Beam Global, a Nevada corporation, ("ESI"and any postponements, adjournments or the "Company"continuations thereof (the “Annual Meeting”), for use at its 2016. The Annual Meeting of Stockholders (the "Annual Meeting") towill be held 4:on Wednesday, August 10, 2022 at 9:00 p.m.a.m. Pacific Time on Monday, December 19, 2016 at 5660 Eastgate Drive, San Diego, California 92121 and at any adjournment92121. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or postponement“Beam” refer to Beam Global.

The Notice of such meeting.

ThisInternet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and the accompanying form of Proxy wereour Annual Report is first being mailed on or about July 1, 2022 to all stockholders entitled to vote at the Annual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT

BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD

READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

If you wish to submit a question, you may do so during the meeting. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. The Annual Meeting is not to be used as a forum to present personal matters, or general economic, political or other views that are not directly related to the business of Beam Global and the matters properly before the Annual Meeting, and therefore questions on such matters will not be answered.

With respect to any other matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or, about October 27, 2016.if no recommendation is given, in their own discretion.

Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on August 9, 2022.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The Company's principal executive offices are located at 5660 Eastgate Drive, San Diego, California 92121.  Its telephone numberorganization holding your account is (858) 799-4583.

Record Date and Voting

Stockholdersconsidered the stockholder of record at the closefor purposes of business on October 21, 2016 (the "Record Date") are entitled to notice of and to votevoting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the close of business onmethods described above (and until the Record Date, there were 116,895,334 shares of the Company's common stock (the "Common Stock") outstanding and entitled to vote.  Each stockholder is entitled to one voteapplicable deadline for each sharemethod), (2) providing a written notice of Common Stock held by such stockholder as of the Record Date.

The required quorum for the transaction of business at the Annual Meeting is a majority of the shares of Common Stock issued and outstanding on the Record Date.  Shares that are voted "FOR," "AGAINST," or "ABSTAIN" on a matter are treated as being present at the meeting for purposes of establishing a quorum. Broker non-votes (i.e., the submission of a Proxy by a broker or nominee specifically indicating the lack of discretionary authorityrevocation to vote on the matter) are also counted for purposes of determining the presence of a quorum for the transaction of business. Shares voted "FOR" or "AGAINST" a particular matter presented to stockholders for approval at the Annual Meeting will be treated as shares entitled to vote ("Votes Cast") with respect to such matter. Abstentions also will be counted toward the tabulation of Votes Cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining the number of Votes Cast with respect to the particular proposal on which the broker has expressly not voted. Accordingly, broker non-votes will not affect the outcome of the voting on a proposal that requires a majority of the Votes Cast (such as an amendment to, or adoption of, a stock purchase plan).

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All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.  Stockholders may not cumulate votes in the election of directors. If a choice as to the matters coming before the Annual Meeting has been specified by a stockholder on the Proxy, the shares will be voted accordingly.  If a Proxy is returned to the Company and no choice is specified, the shares will be voted "FOR" each of the Company's nominees for director and "FOR" the approval of each of the proposals described in the Notice of Annual Meeting of Stockholders and in this Proxy Statement.

Any stockholder or stockholder's representative who, because of a disability, may need special assistance or accommodation to allow him or her to participate at the Annual Meeting may request reasonable assistance or accommodation from the Company by contacting theBeam’s Corporate Secretary in writing at Beam Global, 5660 Eastgate Drive, San Diego, California 92121 or by telephone at (858) 799-4583. To provide the Company sufficient time to arrange for reasonable assistance, please submit such requests by November 15, 2016.

Revocability of Proxies

Any stockholder giving a Proxy pursuant to this solicitation, and any beneficial owner of the stock who has voting power over it for which a Proxy has been submitted, may revoke it at any time prior to your shares being voted, or (3) attending the Annual Meeting and voting at the meeting. Revocation is accomplishedAttendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.

For shares you hold beneficially in street name, you generally may change your vote by filing withsubmitting new voting instructions to your broker, bank, trustee, or nominee following the Secretary ofinstructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the Company at its principal executive offices at 5660 Eastgate Drive, San Diego, California 92121, a written notice of such revocation or a duly executed Proxy bearing a later date, orright to vote your shares, by attending the Annual Meeting and voting in person.

Solicitation

The Company will bear

Brokers with account holders who are Beam Global stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the entire cost of this solicitation, including the preparation, assembly, printing, and mailing of the Notice of Annual Meeting, this Proxy Statement, the Proxy and any additional solicitation materials furnished toaffected stockholders. Copies of solicitation materialsOnce you have received notice from your broker that it will be furnishedhouseholding communications to brokerage houses, fiduciariesyour address, householding will continue until you are notified otherwise or until you notify your broker or Beam Global that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation materialwould prefer to such beneficial owners.  To assure thatreceive a quorum will be present in person or by proxy at the Annual Meeting, it may be necessary for certain officers, directors, employees or other agents of the Company to solicit proxies by telephone, facsimile or other means or in person.  The Company will not compensate such individuals for any such services.  Except as described above, the Company does not presently intend to solicit proxies other than by mail.

Deadline for Receipt of Stockholder Proposals

Stockholder proposals intended to be presented at the next annual meeting of stockholders must be received by the Company no later than February 28, 2017 to be eligible for inclusion in the Company'sseparate proxy statement and form of proxy for next year's meeting. If any stockholder intends to present a proposal at the 2017 annual meeting of stockholders without inclusion of such proposal in our proxy materials, including director nominations, we must receive notice of such proposal no earlier than October 17, 2016 and no later than February 17, 2017.  Proposals must concern a matter thatreport, you may be properly considered and acted upon at the Annual Meeting in accordance with applicable laws, regulations and the Company's Bylaws and policies, and must otherwise comply with Rule 14a-8 of the Exchange Act, and we reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these requirements.  Proposals should be addressed to Envision Solar International, Inc., Attention: Corporate Secretary,(1) notify your broker, (2) direct your written request to: Investor Relations, Beam Global, 5660 Eastgate Drive, San Diego, California 92121.92121 or (3) contact our Investor Relations department by email at IR@beamforall.com or by telephone at (858) 799-4583. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

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I.  PROPOSALSProposals should be addressed to:

PROPOSAL NO. 1Beam Global

Attn: Corporate Secretary

5660 Eastgate Drive

San Diego, California 92121

ELECTION OF

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

The Board recommendedfollowing table sets forth the names, ages and nominated Jay S. Potter, Anthony Posawatz, Peter Davidsonpositions of our executive officers, directors, and Desmond Wheatleydirector nominees (ages as nominees for election of directors at the Annual Meeting, with Desmond Wheatley being nominated to serve as the Chairman of the Board of Directors.  At the Annual Meeting, four directors will be elected to the Board of Directors. Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for the nominees named below, who are all presently directors of ESI. Your proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy statement.  In the event that any nominee becomes unavailable, the proxy holders will vote in their discretion for a substitute nominee.  The term of office of each person elected as a director will continue until the next annual meeting or until a successor has been elected and qualified, or until the director's earlier death, resignation, or removal.June 24, 2022):

After the Annual Meeting, the Company's Board of Directors will still have three vacancies.  The existing directors have not at this time identified any candidates to fill those vacancies, but will have the right to fill them until the next Annual Meeting of Stockholders.  Accordingly, the vacancies may be filled by resolution of the Company's Board of Directors, or may be filled by election at the next Annual Meeting of Stockholders in 2017.

Nominees for Election to the Board of Directors

The following information provided with respect to the principal occupation, affiliations and business experience during the last five years for each of the nominees has been furnished to us by such nominees. We identify and describe the key experience, qualifications and skills our directors bring to the Board that are important in light of the Company's business and structure. The directors' experiences, qualifications and skills that the Board considered in their nomination are included in their individual biographies.

• Leadership experience. We believe that directors with experience in significant leadership positions such as chief executive officer and chief financial officer provide the Company with special insights. These people generally possess leadership qualities and the ability to identify and develop those qualities in other people. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Through their service as leaders in other organizations, they also have access to important sources of market intelligence, analysis and relationships that may benefit the Company.

• Finance experience. We believe that an understanding of finance and financial reporting processes is important for our directors. The Company measures its operating and strategic performance by reference to financial targets. We seek to have directors who are financially knowledgeable.

• Industry experience. We seek to have directors with experience as executives, directors or in other leadership positions in the industry in which we participate.

• Government experience. We seek directors with governmental experience because of our interactions with a variety of governing agencies, both as potential customers and regulatory bodies. The Company recognizes the importance of working constructively with governments and values directors with this experience.

• Technology and education experience. As a technology based company, we seek directors with backgrounds in technology and education because our success depends in part on developing and accessing new ideas.

The name and certain information regarding each nominee are set forth below as of September 30, 2016.  There are no family relationships among directors or executive officers of ESI.

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DESMOND WHEATLEY ______________________

Biographies of Directors and Officers

Desmond Wheatley has served as our president, chief operating officer, and secretary since September 2010, and2010. Mr. Wheatley was namedappointed chief executive officer and a director in August 2011.2011, and he became the chair of our board of directors in December 2016. He is an inventor of the EV ARC™, BeamTrak™, UAV ARC™ and EV Standard™. Mr. Wheatley has two decades of senior international management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining Envision,Beam Global, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC, a Dubai based alternative energy and technology systems integration company from 2007 to 2009. From 2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego basedDiego-based Kratos Defense and Security Solutions, fkaformally known as Wireless Facilities, with the last five years as president of ENS, then the largest independent security and energy management systems integrator in the United States. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers. Mr. Wheatley'sWheatley’s teams led turnkey deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the United States. Mr. Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500M$500 million in debt and equity.  Mr. Wheatley sits on the boards of Admonsters, located in San Francisco California, and the Human Capital Group, located in Los Angeles, California, and was formerly a board member at DNI in Dallas, Texas.

Mr. Wheatley's qualifications are:

• Leadership experience - Mr. Wheatley has been our chief executive officer since August 2011 and President since September 2010.  He has held numerous executive positions in international organizations including five years as president of a publically traded technology and energy management company.

• Industry experience - Mr. Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors.  He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002.

• Finance Experience - Mr. Wheatley was founding partner in multiple companies with direct responsibilities for their financial success and stability.  He has participated in $500 million of capital raises and held full profit and loss responsibility for a public company with approximately $70 million of revenues.

• Education experience - Mr. Wheatley was educated in his native Scotland.

JAY POTTER Katherine McDermott has served as our chief financial officer since July 2019. From August 2017 until February 2019, Ms. McDermott served as chief financial officer of Steico Industries, Inc., a directorsubsidiary of the Company since 2007.  Mr. PotterSenior plc (LON: SNR). Prior to that, Ms. McDermott served as chief financial officer for Genasys Inc. (NASDAQ: GNSS), formerly known as LRAD Corporation, from 2009 until July 2017. Ms. McDermott has been active in the financial and energy industries for over 20 years and has participated, directed, or placed over two hundred million dollars of capital in start-up and early stage companies.  In 2006, Mr. Potteralso served as the interim chief executivefinancial officer for National Pen Company from 2005 to 2006 and the vice president of EAU Technologies Inc. (Symbol: EAUI:OB), a publicly traded company specializing in non-toxic sanitation and disinfectant technologies. In 2007, he founded GreenCore Capital,finance for Lantronix, Inc., an early stage venture capital company,from 2000 to 2005. Ms. McDermott held a variety of senior financial positions with Bausch & Lomb from 1988 to 1999 and serves as that company's chairmanbegan her career holding a number of financial positions with a component division of General Motors from 1982 to 1988. Ms. McDermott holds a Bachelor’s degree in Business Administration from St. Bonaventure University and chief executive officer.  Hea Masters of Business Administration from the William E. Simon School of Business Administration at the University of Rochester.

Sandra Peterson has served as chairman, presidentour Vice President of Sales and chief executive officer of Nexcore Capital, Inc.Marketing since January 2020. From February 2015 to December 2019, Ms. Peterson led the AI and its financial service affiliates since co-founding that company in 1996.go-to-market strategy at Absolutdata, a leading AI and analytics company. Prior to December 2012, he was a registered representative with Allied Beacon Partners, Inc., a registered securities broker dealer firm that, has served as the placement agent on certain of the Company's private placements of securities.  Effective December 2012, without admitting or denying the findings, Mr. Potter entered into a Letter of Acceptance, Waiver and Consent with the Financial Industry Regulatory Authority (FINRA) to settle alleged violations of FINRA Rules 2010, 1122, IM-1000 and Article V, Section 2(c) of the Bylaws that impose certain reporting obligations on FINRA members, resulting in a fine and temporary suspension.  Mr. Potter serves as the chairman of Sterling Energy Resources, Inc. (symbol: SGER:PK), a public oil and gas company involved in the acquisition, exploration and

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development of oil and natural gas from its numerous leases.  Mr. Potter serves as a director of Noble Environmental Technologies Corporation and Fulcrum Enterprises, among others.

Mr. Potter's qualifications are:

• Leadership experience - Mr. Potter hasshe held various executive positionsleadership roles at multiple companies and is a Board member of Envision, Sterling Energy Resources, Inc., GreenCore Capital, LLC, and Noble Environmental Technologies Corporation.

• Industry experience - Mr. Potter has held numerous executive level positions for companies focusing on renewable energies and other environmentally focused ventures.

• Finance Experience - Mr. Potter raised and placed over $200 million of capital intoboth early stage startups and Fortune 500 companies primarilyincluding Apple, Nvidia, Adobe and Palm. Sandra holds a Bachelor of Science degree in energy, alternative energy and environmental businesses

• Education experience - Mr. Potter attendedManagement Science from the University of California at San Diego, State University.and a Master’s degree in International Business from St. Mary’s College of Moraga.

ANTHONY POSAWATZ P.E.

Anthony Posawatz has served as a director of the Company since February 2016. He currently serves on our Audit, Compensation and Nominating Committees. Mr. Posawatz has been an automotive industry professional for over 3040 years. Since September 2013, Mr. Posawatz has served as the president and chief executive officer of Invictus iCAR, LLC, an automotive innovation consulting and advisory firm focused on assisting energy and auto clean technology companies. He served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors ("GM"(“GM”) for more than 30 years. As GM'sGM’s vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept to production (beginning in 2006 as a founding member and the first employee #1). He currently serves as a member of several boards of directors, including INRIX, Nexeon, SAFE - Electrification Coalition, Momentum Dynamics, and Electrification Coalition. 

Mr. Posawatz's qualifications are:

• Leadership experience -Mr. Posawatz has held various executive level positions including chief executive officer of several companies and is a board member for multiple organizations.

• Industry experience - Mr. Posawatz has led the development of several electric vehicle products and sits on the board of multiple industry organizations.

• Finance Experience - Mr. Posawatz had profit and loss responsibilities in several organizations.

• Education experience -Lucid Group, Beam Global, Nanoramic Laboratories, Metalsa & SemaConnect. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in mechanical engineering,Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration.Administration degree.

PETER DAVIDSON

Peter Davidson has served as a director of the Company since September 2016. He currently serves on our Audit, Compensation and Nominating Committees. Since 2019, Mr. Davidson has been an adjunct professor at Columbia University's School of International and Political Affairs since 2014the chief executive officer and a non-resident fellow at Columbia University's Centerdirector of Aligned Climate Capital LLC, an investment advisory firm focused exclusively on Global Energy Policy since 2015.investments in clean energy, efficient transportation, green real estate and sustainable natural resources. From 2016 to 2019, he was the chief executive officer for Aligned Intermediary, an investment advisory group created to help long-term investors increase the flow of capital into capital infrastructure projects and clean energy companies. In May 2013, Mr. Davidson was appointed by President Obama to serve as the executive director of the Loan Program Office ("LPO"(“LPO”) at the United States Department of Energy, a position he held until June 2015. At the LPO, Mr. Davidson oversaw the program'sprogram’s more than $30 billion portfolio of loans and loan guarantees, making it the largest project finance organization in the United States government. Mr. Davidson was responsible for ensuring that the LPO carried out its mission to accelerate the deployment of innovative clean energy projects and domestic advanced vehicle manufacturing. Prior to leading the LPO, Mr. Davidson was the senior advisor for energy and economic development at the Port Authority of New York and New Jersey (from 2012 to 2013) and was the executive director of New York State'sState’s economic development agency, the Empire State Development Corporation (from 2009 to 2011). From 1989 to 2014, Mr. Davidson was an entrepreneur who founded and managed several separate companies in television and radio broadcasting, outdoor advertising, and traditional and digital marketing services, with a focus on the Hispanic market. From 1986 to 1989, he was an executive in the investment banking division of Morgan Stanley & Co. Since 2001, Mr. Davidson has also been the chairman of the JM Kaplan Fund, a New York City based philanthropic organization. Under his leadership, grant making has focused on reducing New York City'sCity’s carbon footprint, supporting immigrant integration in the U.S. and archeological conservation world-wide. Mr. Davidson is currently a director of First Eagle Investment Management. Mr. Davidson received his Master of Business Administration degree from Harvard University in 1986 and his Bachelor of Arts degree from Stanford University in 1981.

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Nancy Floyd has served as a director of the Company since April 2021. She currently serves on our Audit, Compensation and Nominating Committees. Ms. Floyd has served since 1993 until December, 2021 as a Managing Director of Nth Power LLC, a venture capital firm she founded that specializes in clean energy technology. From 1989 to 1993, Ms. Floyd joined and started the technology practice for the utility consulting firm, Barakat and Chamberlain. From 1985 to 1988, Ms. Floyd was on the founding team and worked at PacTel Spectrum Services, a provider of network management services which was sold to IBM. In 1982, Ms. Floyd founded and later served as Chief Executive Officer of NFC Energy Corporation, one of the first wind development companies in the United States which was sold in 1985. From 1977 to 1980, Ms. Floyd served as Director of Special Projects of Vermont Public Service Board (currently known as Vermont Public Utility Commission). Ms. Floyd has also served on the boards of various organizations, including Chair of the Board and Chair of the Compensation Committee of Tempronics, Inc. since 2014 until December 2021. She has been a member the Board of Directors and audit committee of First Fuel Inc. from 2014 to 2019, Glasspoint Solar from 2014 to 2020, Chair of the Audit Committee of AltaGas Services and AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019. Ms Floyd was a member of the Audit Committee for WGL Holdings (NYSE: WGL) from 2016 to 2019 and member of the Governance Committee from 2011-2018, among others. Also, since 2017 until recently, Ms. Floyd served as Fund Advisor to Activate Capital and, until recently served on the Investment Committee for The Christensen Fund. In March 2021, Ms. Floyd was appointed as a director and member of the Audit Committee and the Finance and Risk Committee of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI). Ms. Floyd received a Bachelor of Arts degree in Government from Franklin & Marshall College in 1976 and a Master of Arts degree in Political Science from Rutgers University in 1977.

Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. Many of the current directors have executive experience at public companies, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing other companies. Further, our directors also have other experience that makes them valuable members and provides insight into issues relevant to the Company.

The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals should serve on our Board:

Mr. Davidson's qualifications are:

• LeadershipWheatley provides leadership and industry experience -to the Board of Directors gained by being our chief executive officer since August 2011 and president since September 2010. Mr. DavidsonWheatley has held numerous executive positions in international organizations including five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002. Mr. Wheatley also provides the Board of Directors with significant corporate finance experience.

  Mr. Posawatz provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development of several electric vehicle products including GM’s Chevrolet Volt.

  Mr. Davidson provides leadership and industry experience to the Board of Directors gained by holding executive level positions at multiple companies.  Further, he has servedcompanies and by serving as executive director of the Loan Program Office of the United States Department of Energy the executive director ofand the Empire State Development Corporation, and was chairman of the JM Kaplan Fund.

• Industry experience -Corporation. Mr. Davidson is also a non-resident fellow at Columbia University'sUniversity’s Center on Global Energy Policy and has been the chairman of the JM Kaplan Fund, a New York City based philanthropic organization where grant making has focused onwhich provide grants to support reducing New York City'sCity’s carbon footprint, supporting immigrant integrationfootprint.

  Ms. Floyd provides leadership, financial and industry experience to the Board of Directors gained by having extensive experience in the United States,clean energy technology space. Ms. Floyd has held numerous executive level and archeological conservation world-wide.

• Finance Experience - Mr. Davidson has had profit and loss responsibilities in several organizations.  Further, while working as the executive director of the Loan Program Office of the United States Department of Energy, he oversaw the program's more than $30 billion portfolio of loans and loan guarantees, making it the largest project finance organizationmanagement positions in the United States government.

• Education experience - Mr. Davidson received his bachelor's degree fromclean energy technology space. Ms. Floyd also provides the Stanford UniversityBoard of Directors with accounting and a Master of Business Administration degree from Harvard University.

No officer or director is required to make any specific amount or percentage of his business time available to us.  Each of our officers intends to devote such amount of his or her time to our affairs as is required or deemed appropriate by us.financial experience.

Required Vote

The four nominees receiving the highest number of affirmative "FOR" votes shall be elected as directors.  Stockholders may not cumulate votes in the election of directors.  Unless marked to the contrary, proxies received will be voted "FOR" these nominees.

RecommendationDirector Independence

Our Board of Directors recommends a vote "FOR"currently consists of four directors. Three of our directors are “independent” as defined in Rule 4200 of FINRA’s listing standards and the electionNASDAQ Capital Market criteria. In accordance with the standards of the NASDAQ Capital Market, these directors are considered “independent” because they are not employees or executive officers of the Company and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the future.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors focuses on the most significant risks facing us and our general risk management strategy, and also ensuring that risks undertaken by us are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our Board leadership structure supports this approach.

Board Diversity

The following matrix discloses, as of June 24, 2022, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule 5606.

Board Committees

Our Board of Directors currently has an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each of the foregoing nominees.committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee.  The Audit Committee of the Board of Directors has appointed Salberg & Company, P.A. as the independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2016.  Notwithstanding its selection, the Boardcurrently consists of Directors, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Board of Directors believes that such a change would be in the best interest of ESI and its stockholders.  If the appointment is not ratified by our stockholders, the Board of Directors may reconsider whether it should appoint another independent registered public accounting firm.

Audit and Non-Audit Fees

The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services.  In its review of non-audit service and its appointment of Salberg & Company, P.A. as our independent registered public accounting firm, the Board considered whether the provision of such services is compatible with maintaining independence.  All of the services provided and fees charged by Salberg & Company, P.A. in 2015 and 2014 were approved by the Board.  The following table shows the fees for the years ended December 31, 2015 and 2014:

(1)     Audit fees - these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly financial statements.

(2)     Audit related fees - these fees relate primarily to audit related consulting projects.

(3)     Tax fees - no fees of this sort were billed by Salberg & Company P.A., our principal accountant during 2015 and 2014.

Pre-Approval of Audit and Non-Audit Services

The Board, through its chairman, pre-approves, typically at the beginning of our fiscal year, all audit services to be provided by an independent registered public accounting firm.  As part of the review, the chairman will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor's independence from management. At Board meetings throughout the year, the auditor and management may present subsequent services for approval.

The Board has considered the provision of non-audit services provided by our independent registered public accounting firm to be compatible with maintaining their independence. The Board will continue to approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

Required Vote

Ratification of the appointment of Salberg & Company, P.A. as our independent registered public accounting firm for the year ending December 31, 2016 requires the affirmative "FOR" vote of a majority of the Votes Cast on the proposal.  Unless marked to the contrary, proxies received will be voted "FOR" ratification of the appointment of Salberg & Company, P.A.

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Recommendation

Our Board of Directors recommends a vote "FOR" the ratification of the appointment of Salberg & Company, P.A. as our independent registered public accounting firm for the year ending December 31, 2016.

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PROPOSAL NO. 3

APPROVAL BY NON-BINDING ADVISORY VOTE OF THE COMPANY'S CURRENT EXECUTIVE COMPENSATION PROGRAM.

You are being asked to vote on a proposal commonly known as a "say-on-pay" proposal, which gives you the opportunity to express your approval or disapproval, on a non-binding advisory basis, of our executive officer compensation program, policies and practices through the following resolution:

"RESOLVED, that the stockholders of Envision Solar International, Inc. approve, on an advisory basis, the Company's executive compensation plans and programs, as described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure set forth, pursuant to Item 402 of Regulation S-K, in the Company's proxy statement for the 2016 annual meeting of stockholders."

We urge you to consider the various factors regarding our executive compensation program, policies and practices as detailed in the Compensation Discussion and Analysis, beginning on page 17.  As discussed in the Compensation Discussion and Analysis, we believe that our executive compensation program is competitive and governed by pay-for-performance principles which emphasize compensation opportunities that reward results.  Our use of stock-based incentives reinforces the alignment of the interests of our executives with those of our long-term stockholders, thereby supporting the Company's strategic objectives and mission.

This advisory vote is in accordance with requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), adopted in mid-2010.  The Dodd-Frank Act requires that public companies give their stockholders the opportunity to cast advisory votes relating to executive compensation at the first annual meeting of stockholders held after January 21, 2013 for Smaller Reporting Companies.  The SEC has adopted rules to implement the provisions of the Dodd-Frank Act relating to this requirement.  This "say-on-pay" proposal is being submitted to you to obtain the advisory vote of the stockholders in accordance with the Dodd-Frank Act, Section 14A of the Securities Exchange Act of 1934, as amended, and the SEC's rules.

Required Vote

Because your vote is advisory, it will not be binding upon the Board of Directors. Our Board of Directors (including our Compensation Committee) will, however, take into account the outcome of the vote when considering future decisions affecting executive compensation as it deems appropriate.

Recommendation

Our Board of Directors recommends a vote "FOR" approval of the Company's executive compensation program.

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PROPOSAL NO. 4.

INCREASE THE NUMBER OF AUTHORIZED SHARES TO INCREASE AMOUNT OF AUTHORIZED COMMON STOCK AND AUTHORIZE PREFERRED STOCK.

You are being asked to vote to amend the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 162,500,000, par value $0.001 per share, to 490,000,000, par value $0.001 per share, and to authorize 10,000,000 shares of preferred stock, par value $0.001 per share (the "Amendment").

Our Board of Directors voted unanimously to implement the Amendment because the Board of Directors believes that increasing the number of authorized shares of common stock and authorizing shares of preferred stock will allow the Company to raise part of the capital necessary for the Company to grow its business in the future. 

At this time, the Company does not plan to create a series of preferred stock.  When the Company determines to create a series of preferred stock, the terms of the preferred stock, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the Company's Board of Directors.

The Company is not expected to experience a material tax consequence as a result of the Amendment.  Increasing the number of authorized shares of common stock and authorizing preferred stock may, however, subject the Company's existing shareholders to future dilution of their ownership and voting power in the Company.

Potential Anti-Takeover Effect

The shares of common stock and preferred stock that would become available for issuance if the proposal were adopted could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company.  For example, without further stockholder approval, the Board could strategically sell shares of common stock or preferred stock in a private transaction to purchasers who would oppose a takeover or favor the current Board.  Although this proposal to increase the number of authorized shares of common stock and to authorize preferred stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that approval of this Proposal No. 4 could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

You are given the option on the proxy card of selecting for, against, or abstaining. For the reasons set forth above, our Board recommends that you vote yes.

Required Vote

We must receive written consents representing a majority of the outstanding shares of our common stock for approval of the Amendment.  Unless marked to the contrary, proxies received will be voted "FOR" the Amendment.

Recommendation

Our Board of Directors recommends a vote "FOR" the amendment to the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 162,500,000, par value $0.001 per share, to 490,000,000, par value $0.001 per share, and to authorize 10,000,000 shares of preferred stock, par value $0.001 per share.

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II. CORPORATE GOVERNANCE AND RELATED MATTERS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS

Our Board of Directors held a total of three meetings during our fiscal year ended December 31, 2015. Each director attended all of the fiscal year 2015 meetings of our Board of Directors during which he was a member and each committee on which he served from the time of being elected to the Board.  We have no formal policy regarding attendance by our directors at Board meetings, although we encourage attendance and most of our directors have historically attended the meetings.  Our executive officers are appointed by our Board of Directors and serve at the discretion of the Board of Directors.  Our directors hold office until the expiration of their respective terms or until their successors have been duly elected and qualified.

Board of Directors Independence

The Board of Directors has determined that two of our director nominees standing for election are "independent directors" as defined in Rule 4200 of Financial Industry Regulatory Authority's ("FINRA") listing standards.  In determining the independence of our directors, the Board of Directors has adopted independence standards that mirror exactly the criteria specified by applicable laws and regulations of the Securities and Exchange Commission (the "SEC") and FINRA rules.  In making the determination of the independence of our directors, the Board of Directors considered all transactions in which ESI and any director had any interest, including those discussed under "Certain Relationships and Related Transactions" below, and transactions involving payments made by ESI to companies in the ordinary course of business where the candidate serves on the board of directors or as a member of the executive management of the other company.

Board Leadership Structure and Committee Composition

Mr. John Evey currently serves as our Chairman of the Board, but our Board of Directors has determined that appointing Mr. Desmond Wheatley as our new Chairman of the Board would serve the best interests of the Company and our stockholders going forward.  As Chairman of the Board, Mr. Wheatley will consult with management of the Company and the chairperson of our compensation committee and establish the agenda for each meeting of the Board of the Directors.  We believe that Mr. Wheatley's guidance will enable the Board of Directors to continue to efficiently and effectively develop and implement business strategies and oversee our risk management efforts.  Furthermore, Mr. Evey is not a candidate for election as a director at this Annual Meeting.

Because Mr. Wheatley is also involved in our management, the Board of Directors and its compensation committee may also retain outside legal, financial or other advisors, as necessary or appropriate.

We intend to establish an audit committee of the Board of Directors, which will consist of independent directors of which at least one, will qualifythe Chairman of the Audit Committee, qualifies as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Nancy Floyd is the Chairman of the Audit Committee and financial expert, and Anthony Posawatz and Peter Davidson are the other members of the Audit Committee. The audit committee'sAudit Committee's duties will beare to recommend to our Board of Directors the engagement of the independent auditorsregistered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The audit committee will reviewAudit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee wouldAudit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles. The charter of the Audit Committee is available on our website at www.beamforall.com.

The Company has established a compensation committee which consists of two directors, Mr. John Evey and Mr. Jay S. Potter.  The compensation committee is responsible for reviewing general policy matters relating to compensation and benefits of directors and officers, and determining the total compensation of our officers and directors.  The Board of Directors does not have a nominating committee. Therefore, the selection of persons for election to the Board of Directors was neither independently made nor negotiated at arm's length.  After the Annual Meeting, the Board of Directors may appoint one or more new members to its compensation committee.

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Board Role in Risk Oversight

The Board of Directors carries out its role in the oversight of risk both directly and through its compensation committee.  The Board of Directors' direct role includes the consideration of risk in the strategic and operating plans that are presented to it by management.  The compensation committee established by the Board of Directors carries out the Board of Directors' oversight of risk as follows:

• Compensation Committee. The Compensation Committee establishes our executive compensation policy, determines the compensationsalary and bonuses of our executive officers and directors, administers benefit plans and policies with respectrecommends to the Board stock option grants for our executive officers,officers. Anthony Posawatz is the Chairman of the Compensation Committee, and considers whether anyPeter Davidson and Nancy Floyd are the other directors who are members of those plans orthe Compensation Committee. Each of the members are independent under NASDAQ’s independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies creates risks thatfrom the chief executive officer. The charter of the Compensation Committee is available on our website at www.beamforall.com.

  Nominating and Governance Committee. The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof. Peter Davidson is the Chairman of the Nominating and Governance Committee, and Anthony Posawatz and Nancy Floyd are likely to have a material adverse effectthe other directors who are members of the Committee. Each of the members are independent under NASDAQ’s independence standards. The charter of the Nominating and Governance Committee is available on the Company.our website at www.beamforall.com.

The Company intends to try to expand

Board Meetings and Director Communications

In 2021, the Board of Directors held 11 meetings and its committees in the future by appointing and nominating for election new independent members to fill the vacancies that currently exist on the Board of Directors.  While our Board of Directors oversees our management of risk as outlined above, management is responsible for identifying and managing risks.

Nominations Process and Director Qualifications

The Board of Directors has not yet established a nominating or corporate governance committee.  The current small sizeeach director attended at least 75% of the Board has not yet madeaggregate of (i) the formationtotal number of those committees feasible.  Accordingly,meetings of the Board of Directors reviewsheld during the skillsperiod for which he has been a director and characteristics required(ii) the total number of Board members.  Allmeetings held by all committees of the currentBoard of Directors on which he served during the periods that he or she served. Although, we have no formal policy regarding director attendance at annual meetings, we encourage all directors to attend.

Stockholders and other interested parties may communicate with the non-management members of the Board of Directors are involved inby mail sent to the nomination consideration process.Company’s Corporate Secretary, addressed to the intended recipient and care of the Corporate Secretary. The BoardCorporate Secretary will consider a candidate's independence,review all incoming stockholder communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as well as the perceived needsappropriate to member(s) of the Board and the candidate's background, skills, business experience and expected contributions.  Atof Directors. For a minimum, membersmore detailed description of the Board must possess the highest professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders.  The Company does not have a particular policy regarding considering potential candidates for nomination for election as directors that may be suggested by our shareholders.  We believe that we would give them the same consideration as other candidates.

They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Board may also take into account the benefits of diverse viewpoints, as well as the benefits of constructive working relationships among directors.  The Board considers diverse viewpoints based on the diversity of the career experiences among potential candidates, diversity of their respective expertise, diversity of their respective educational backgrounds, and the diversity of their respective charitable, cultural and social interests as those interests may pertain to the advice they render and the network of relationships they bring for the benefit of the Company.  The success of the nomination process, and in particular its achieving diversity, is evaluated by the whole Board based on whether its members fulfill the Company's needs for advice, expertise, guidance and relationships, or whether and to what extent the Company must hire outside professionals to fulfill those needs.

Thestockholder communications, see “Communications with Our Board of Directors also reviewsDirectors.”

Considerations in Evaluating Director Nominees

Our nominating and determines whether existing members of the Board should stand for re-election, taking into consideration matters relating to the number of terms served by individual directors and the changing needs of the Board.  We do not have a limit on the number of terms an individual may serve as a director on our Board.

The Board of Directors utilizesgovernance committee uses a variety of methods for identifying and evaluating nominees for director. The Board regularly assessesdirector nominees. In its evaluation of director candidates, our nominating and governance committee will consider the appropriate composition,current size and independencecomposition of the Board, and whether any vacancies are expected due to change in employment or otherwise.  In the event that vacancies are anticipated, or otherwise arise, the Board considers various potential candidates for director.  Candidates are evaluated at regular or special meetings of theour Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our nominating and governance committee considers include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience; experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and governance committee to perform all Board of Directors responsibilities and responsibilities of those committees on which they serve.

Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may be considered at any point duringalso consider such other factors as it may deem, from time to time, are in the year.  best interests of the Company and its stockholders.

The Board willpolicy of our nominating and governance committee is to consider shareholderproperly submitted stockholder recommendations for candidates for membership on the Board that are properly submitted in the same manner it considers nominees from other sources.Board. In evaluating such recommendations, the Boardnominating and governance committee will useaddress the qualifications standards described abovemembership criteria set forth above. After completing its review and will seekevaluation of director candidates, our nominating and governance committee recommends to achieve a balance of knowledge, experience and capability on the Board.

In the future the Company will seek to add new independent directors to itsour full Board of Directors by appointing orthe director nominees for selection.

Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse body, and our nominating them for election to fill vacancies that now exist on the Board.  Whenand governance committee considers a broad range of backgrounds and experiences. In making determinations regarding independence,nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investors Relations section of our website at beamforall.com under “Governance Documents.”

Board Leadership Structure

The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain the discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company. At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company’s strategic plan. The board appointed Anthony Posawatz as its lead independent director on April 16, 2021.

The independent directors meet as frequently as they desire, but at least once per year, in an executive session.

Board’s Role in Risk Oversight

In addition to the responsibilities performed by our audit committee, the Board of Directors will periodically evaluateplays an active role in overseeing management of the independenceCompany’s risks. The Board of

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each member Directors focuses on the most significant operational risks facing our Company related to our business, assets, and prospective memberliabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2021. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2021, Mr. Wheatley, our current President and Chief Executive Officer, was an employee. Compensation for Mr. Wheatley is discussed in “Executive Compensation.”

________________

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director received a quarterly cash retainer of $5,000 for serving on our Board of Directors. The Board of Directors will analyze whether a director or candidateretainer is independent by evaluating, among other factors, the following:

1. whether the person, or any ofpayable in arrears, subject to such person's family members, has accepted any compensation from us in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than (i) as compensation for Board or Board committeedirector’s continued service (ii) compensation paid to a family member who is employed by us other than as an executive officer, or (iii) benefits under a tax-qualified retirement plan or non-discretionary compensation;

2. whether the person has any material relationship with us, either directly, or as a partner, stockholder or officer of an organization with which we have a relationship;

3. whether the person is our current employee or was one of our employees within three years preceding the date of determination;

4. whether the person is, or in the three years preceding the date of determination has been, affiliated with or employed by (i) a present internal or external auditor of ours or any affiliate of such auditor or (ii) any former internal or external auditor of ours or any affiliate of such auditor, which performed services for us within three years preceding the date of determination;

5. whether the person is, or in the three years preceding the date of determination has been, part of an interlocking directorate, in which one of our executive officers serves on the compensation committeelast day of another company that concurrently employs the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director as an executive officer;

6. whetherreceives the person receives any compensation from us, other than fees or compensationfollowing amount for service as a membereach regular meeting of the Board of Directors and any of its committees, including reimbursementattended: (i) $1,000 if attendance is in person or (ii) $500 if attendance is through remote means (e.g., attending by telephone).

   All directors are reimbursed for reasonable expenses incurred in connection with such service, and for reasonable educational expenses associated with Board of Directorsattendance at board or committee membership matters;meetings.

7. whether an immediate family member

   Equity Compensation

   On October 1 of each year, each non-employee director will be granted a certain number of shares of restricted common stock equal to $100,000 (or $140,000 for our independent lead director) divided by the person is oneaverage daily closing price of our current executive officers or was an executive officer within three yearscommon stock for the preceding the date of determination;

8. whether an immediate family member of the person is, oryear. The restricted common stock vests quarterly in the three years preceding the date of determination has been, affiliated with or employed in a professional capacity by (i) a present internal or external auditor of ours or any of our affiliates or (ii) any of our former internal or external auditors or any affiliate of ours which performed services for us within three years preceding the date of determination; and

9. whether an immediate family member of the person is or in the three years preceding the date of determination has been part of an interlocking directorate in which one of our executive officers serves on the compensation committee of another company that concurrently employs the immediate family member of the member of the Board of Directors as an executive officer.

The above list is not exhaustive and the Board of Directors considers all other factors which could assist it in its determination that a person has no material relationship with us that could compromise that person's independence.

Risk Considerations in our Compensation Programs

We have reviewed our compensation structures and policies as they pertain to risk and have determined that our compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.  In reaching this conclusion, the Board examined all of its compensation arrangements and the authority and autonomy of its employees and consultants who receive the compensation.  The Board assesses whether the compensation arrangement is excessively weighted towards incentives that would encourage an autonomous employee or consultant to endanger the Company. 

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Based on a review of these factors, the small size of the Company, the limited autonomy of its employees and consultants, and the fact that bonuses are discretionary and subject to the approval of the whole Board, the Board has determined that our compensation programs do not encourage the taking of excess risk.

Communications with the Board of Directorsfour (4) equal installments.

Stockholders may contact the Board of Directors about bona fide issues or questions regarding ESI by sending an email to Desmond Wheatley at desmond.wheatley@envisionsolar.com or by writing the Corporate Secretary at the following address:

Envision Solar International, Inc.

Attn: Corporate Secretary

5660 Eastgate Drive

San Diego, California 92121

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires ourdirectors, certain officers, and directors, and certain persons who own more than 10% of a registered class of our equity securities (collectively, "Reporting Persons"ten percent (10%), stockholders to file reports of ownership and changes in ownership ("Section 16 Reports") with the Securities and Exchange Commission.  Reporting Persons are required bySEC. Based upon a review of filings with the SEC to furnish us with copies of all Section 16 Reports they file.

Based solely on our review of the copies of such Section 16 Reports received by us, and/or written representations received from certain Reporting Persons, notthat no other reports were required, we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16(a) filing requirements applicable to our Reporting Persons during and with respect to the fiscal year ended December 31, 2015 have been complied with on a timely basis. 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the year ended December 31, 2015, the Company made cash payments totaling $76,000, accrued an additional $22,500, and additionally issued 373,107 shares16 of the Company's common stock with a total value of $54,000 to GreenCore Capital, LLC ("GreenCore") for professional services provided to the Company as detailedExchange Act were timely filed in that certain consulting agreement by and between the Company and GreenCore, dated March 28, 2014.  Subsequently, during the nine months ended September 30, 2016, the Company made cash payments totaling $62,500, has an accrued payable of $34,000, and additionally issued 464,115 shares of the Company's common stock with a total value of $81,000 to GreenCore.  Jay Potter, our director, is the managing member of GreenCore.

During the year ended December 31, 2015, pursuant to a lease agreement between the Company and Desmond Wheatley, the Company made cash payments to Desmond Wheatley, our president and chief executive officer and director, totaling $13,480 for the lease of a vehicle owned by Mr. Wheatley but used exclusively by the Company for Company business.  The lease was terminated in 2015.

During the year ended December 31, 2015, and in consideration for the Master Unconditional Limited Guaranty between Silicon Valley Bank ("Bank") and Keshif Ventures LLC ("Keshif") (the "Guaranty") of the Company's obligations extended under a Loan and Security Agreement with the Bank, the Company issued 571,429 shares of its common stock with a value of $85,714 to Keshif, a shareholder owning more than 10% of the Company's common stock outstanding, pursuant to a Stock Purchase Agreement.  Further, related to the Guaranty issued by Keshif, the Company is obligated to issue additional shares of its common stock based on the formula as defined in the Stock Purchase Agreement made by us with Keshif related to the Guaranty.   The Company is obligated to issue 147,493 shares of its common stock in October 2016 with a contractual value of $25,000 to Keshif for the Guaranty.  The value of this share issuance is being expensed over the remaining period of the Guaranty currently maturing on October 29, 2016.

In September 2016, GreenCore Capital, LLC, an affiliate of Jay S. Potter, a director of the Company, completed payment for the purchase, on behalf of itself and several third parties, of: (a) a 10% convertible promissory note in the outstanding principal amount of $600,000, payable by the Company, and (b) a total of 11,578,440 shares of the Company's common stock from Robert Noble, a prior director and executive officer of the Company, for total cash consideration of $1,332,633.  The closing of the transaction is pending.  GreenCore Capital, LLC disclaims and will not at any time have any beneficial interest in the 10%2021.

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convertible promissory note.  The outstanding balance of the note is convertible by its holders into shares of the Company's common stock at a conversion price of $0.15 per share.

In 2009, the Company executed a 10% convertible note payable in the amount of $102,236 due December 31, 2010 to John Evey for amounts loaned to the Company.  Mr. Evey joined the Board of Directors on April 27, 2010.  Through a series of extensions, the maturity date of the note was extended to December 31, 2016.  During the year ended December 31, 2015, in lieu of interest payments, the Company made principal payments on this note amounting to $12,000.  The balance of the note as of December 31, 2015 was $86,616 with accrued and unpaid interest amounting to $36,749.  During the nine months ended September 30, 2016, in lieu of interest payments, the Company made principal payments on this note amounting to $9,000.  The balance of the note as of September 30, 2016 was $77,616 with accrued and unpaid interest amounting to $45,967.

III.  SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of September 30, 2016 regarding the beneficial ownership of our common stock by (i) each person or entity who, to our knowledge, beneficially owns more than 5%as of our common stock; (ii) each executive officer and named officer; (iii) each director; and (iv) all of our officers and directors as a group.  BeneficialJune 24, 2022 by:

We have determined beneficial ownership is determined in accordance with the rules of the SecuritiesSEC and Exchange Commission.  In computingthe information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on June 16, 2022.

Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage of ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or become exercisable within 60 days of September 30, 2016 are deemed outstanding even if they have not actually been exercised.  Those shares, however,June 16, 2022. Shares subject to those options or warrants for a particular person are not deemedincluded as outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with respect to the sharesWe have based percentage ownership of our common stock beneficially owned.  Except as otherwise indicated, the address of each of the stockholders listed below is: c/o 5660 Eastgate Dr, San Diego, California 92121.

1. Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise by such person of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of September 30, 2016.

2. Based on 116,895,33410,082,570 shares of our common stock outstanding as of September 30, 2016.June 16, 2022.

3. Does not include 1,000,000 shares

   Unless otherwise indicated, the address of common stock issuable upon the exercise of options which are subject to a Deferral Agreement.  Includes 617,915 shares of common stock to be issued with the conversion of a convertible note payable by the Company.

4. Includes 1,041,166 shares of common stock owned directly.  Includes 13,041,518 shares of common stock owned by GreenCore Capital LLC for which Mr. Potter is the managing member. Reflects the fact that GreenCore Capital, LLC disclaims anyeach beneficial interestowner listed in the Company's 10% convertible note to be purchased from Robert Noble.  Does not include 1,000,000 shares of common stock issuable upon the exercise of options which are subject to a Deferral Agreement. Does not include 194,369 shares of common stock issuable upon the exercise of stock warrants which are subject to a Deferral Agreement.

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5.  Includes shares released to the director representing the earned portion of a stock grant for a three year term of Board service.

6. Does not include 4,320,000 shares of common stock issuable upon the exercise of options which are subject to a Deferral Agreement.

7. Does not include 2,700,000 shares of common stock issuable upon exercise of options which are subject to a Deferral Agreement.

8. Includes 25,904,762 shares of common stock.  Does not include 10,666,666 shares of common stock issuable upon the exercise of warrants which are subject to a Deferral Agreement.  Does not include 147,493 shares of common stock the Companytable below is obligated to issue to it in October 2016. The address of this shareholder is 990 Highland Dr., Suite 314,c/o Beam Global, 5660 Eastgate Drive, San Diego, California 92075.92121.

_________________

EXECUTIVE COMPENSATION

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IV.  EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE OFFICERS

Executive officers of the Company, and their ages as of September 30, 2016, are as follows:

See section entitled "Nominees" under Proposal No. 1, Election of Directors above, for a brief description of the business experience and educational background of Mr. Wheatley.

CHRIS CAULSON has been our chief financial officer since August 2011 and previously led our accounting and finance functions since June 2010.  Mr. Caulson brings over 24 years of financial management experience including security infrastructure and technology integration, wireless communications, and telecommunications industries.  From 2004 into 2009, Mr. Caulson held various positions including Vice President of Operations and Finance of ENS, the largest independent technology systems integrator in the United States and a wholly-owned division of Kratos Defense & Security Solutions, Inc. In this role, Mr. Caulson was responsible for the operational and financial execution of multiple subsidiaries and well over $100 million of integration projects including networks for security, voice and data, video, life safety and other integrated applications.  Prior to 2004, Mr. Caulson was chief financial officer of Titan Wireless, Inc., a $200 million international telecommunications division of Titan Corp (subsequently purchased by L-3.).  Mr. Caulson, who has a Bachelor of Accountancy degree from the University of San Diego, began his career with the public accounting firm Arthur Andersen.

Mr. Caulson's qualifications:

• Leadership experience - Mr. Caulson has been our chief financial officer since August 2011 and has held similar positions in multiple other companies.

• Finance experience - Mr. Caulson has over 25 years of experience in financial related positions and was an external auditor in the public accounting firm of Arthur Andersen. 

• Industry experience - Mr. Caulson has held multiple financial related executive positions in publically traded companies.

• Education experience - Mr. Caulson received a Bachelor of Accountancy degree from the University of San Diego.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table ("(“Named Executive Officers"Officers”), and executive officers that we may hire in the future.  As more fully described below, our Board's

Processes and Procedures for Compensation Decisions

Our compensation committee reviews and recommends policies, practices, and procedures relating tois responsible for the total directexecutive compensation ofprograms for our executive officers includingand reports to the NamedBoard of Directors on its discussions, decisions and other actions. Our Chief Executive Officers,Officer makes recommendations to our compensation committee, attends committee meetings, and is involved in the determination of compensation for the respective executive officers that report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Additionally, our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results, and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations to the Board of Directors regarding compensation for our Chief Executive Officer. The independent members of the Board of Directors make the final decisions regarding executive compensation for our Chief Executive Officer.

The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment and administration of certain of our employee benefit plans to our Board.compensation programs and related policies.

Compensation Program Objectives and Rewards

Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, we consider all relevant factors in determining executive compensation, including the competition for talent, our desire to link pay with performance, the use of equity to align

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executive interests with those of our stockholders, individual contributions, teamwork, and each executive'sexecutive’s total compensation package.  We strive to accomplish these objectives by compensating all executives with compensation packages consisting of a combination of competitive base salary and incentive compensation.

The compensation received by our Named Executive Officers is based primarily on the levels at which we can afford to retain themtheir experience and knowledge as well as their responsibilities and individual contributions.  Ourcontributions to the Company. In addition, the Compensation Committee conducted a compensation policy also reflects our strategy of minimizing general and administration expenses and utilizingbenchmarking study with an independent, professional consultants.  To date, we have not applied a formalcredible consultant to provide guidance on compensation program to determine the compensationfor members of the executive team, including the Named ExecutivesExecutive Officers. In the future, our compensation committeeThis study provided data and Board expect to apply the compensation philosophy and policies described in this section of our annual report.recommendations for a competitive pay structure.

The primary purpose of the compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in the behavior necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of our compensation committee who will make recommendations regarding compensation to our Board.Board of Directors. The following is a brief description of the key elements of our planned executive compensation structure.

• ·

  Base salary and benefits are designed to attract and retain employees over time.

  ·

  Incentive compensation awards are designed to focus employees on the business objectives for a particular year.

  ·

  Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

  ·

  Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered.

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  Benchmarking

  In 2019 and benefits are designed2022, we utilized a third-party to attract and retain employees over time.

• Incentiveconduct a compensation awards are designedbenchmarking study to focus employees on the business objectives for a particular year.

• Equity incentive awards, such as stock options and non-vested stock, focus executives' efforts on the behaviors within the recipients' control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

• Severance and change in control plans are designed to facilitate a company's ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. 

Benchmarking

We have not yet adopted benchmarking but may do soprovide guidance in the future.development of our executive compensation. When making compensation decisions, our compensation committee and Board of Directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-tradedpublicly traded and privately-heldprivately held companies. Our Board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determiningthe only factor in setting executive compensation. Each executive officer'sofficer’s compensation relative to the benchmark varies based on the scope of responsibility and time in the position. We have not yet formally establishedDue to the size of our company, it is difficult to collect information pertaining to a formal peer group for this purpose. We used data across a broader range of companies and will tighten our peer group over time.

The Elements of ESI'sOur Compensation Program

Base Salary.  Salary

Executive officer base salaries are based on job responsibilities and individual contribution. Our compensation committee or Board reviewof Directors reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. Additional factors reviewed by our compensation committee and Board of Directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance.  For the year ended December 31, 2015, all executive officer base salary decisions were approved by the Board.

Incentive Compensation Awards.  The Named Executives have not been paid bonuses and our compensation committee has not yet recommended a formal compensation policyAwards

A bonus plan was established for the determinationservices of bonuses.  If our revenue growsnamed executive officers for 2020 and bonuses become affordable2021. Bonus targets were set as a percentage of base pay of 25% for the Chief Executive Officer and justifiable, we expect to use20% for the following parameters in justifying and quantifying bonusesChief Financial Officer. Goals for our Named Executive Officers and other officers of Envision:2020 included: (1) the growth in our revenue, (2) the growth in our gross profitclosing of public offerings, (3) development of large business opportunities, (4) strong investor outreach, (5) filling key positions at the Company and other specific goals for these individuals. Goals for 2021 included (1) the growth in our earnings before interest, taxes, depreciationrevenue, (2) development of large business opportunities, (3) strong investor outreach and amortization, as adjusted ("EBITDA"), (4) achievement of other corporatespecific goals as outlined by the Board and (5) our stock price.  The Board has not adopted specific performance goals and target bonus amounts, but may do sofor these individuals. Payment for bonuses pertaining to 2020 was made in the future.2021. Payment for bonuses pertaining to 2021 was made in April 2022.

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Equity Incentive Awards.  Awards

In order to provide an incentive to attract and retain directors, officers, and other employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, on August 10, 2011, the Board approved and caused the Company to adopt a newadopted an equity incentive plan (the "2011 Plan"“2011 Plan”), pursuant to which 31,500,000630,000 shares of our common stock are currently reserved for issuance as awards to employees, directors, officers, consultants and other service providers. This 2011 Plan was ratified by our shareholders in 2012.

at the 2012 annual shareholders meeting. On February 12, 2016,June 9, 2021, the CompanyCompany’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are reserved to be issued 200,000pursuant to the exercise of stock options or other awards granted under such plan in addition to each of the three non- executive directors that served as a director during 2015, other than Mr. Moody, for a total of 600,000 stock options.  These options were granted as compensation for the services provided in 2015, vested immediately, and were valued using the Black-Scholes option pricing methodology.  Jay Potter and John Evey each received 200,000 options exercisable at a price of $0.125 per share for a period of 10 years from the date of grant, with a combined total valuation of $40,100.  Robert Noble, our former chairman, received 200,000 options exercisable at a price of $0.1375 per share for a period of 5 years from the date of grant for a total valuation of $15,493.  From January 1, 2015 through September 30, 2016, there were no additional stock options issued to any members of the Board of Directors or executive officers of the Company. 

During the year ended December 31, 2015, the Company released 347,220630,000 shares of common stock with a per share fair value of $0.15, or $52,082 (based on the market price at the time of the agreement), to two directors for their service as defined in their respective Restricted Stock Grant Agreements.

Additionally, although there were no new awardspreviously reserved under the 2007 or 2008 Plans granted sinceBeam Global 2011 there are prior awards outstanding under ESI's 2008 Plan to former officers and advisors.  The 2007 Plan was terminated in March 2012.Stock Incentive Plan.

Benefits and Prerequisites.  At this stagePrerequisites

The Company offers paid vacation and sick leave pay, in addition to a full range of our business we have limited benefits, including health care, dental, vision, life insurance and no prerequisites for our employees other than vacation benefits. We do not havelong-term disability. The Company also offers a 401(k) Plan or any other retirement plan for our Named Executive Officers.savings and includes a company match up to 3% of pay for the Company’s employees. We may adopt theseadditional plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.

Separation2021 Summary Compensation Table

The following table provides information regarding the compensation of our Named Executive Officers during the fiscal years ended December 31, 2021 and 2020.

_____________________

Executive Employment Arrangements

Desmond Wheatley. On February 9, 2021, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Desmond Wheatley, the Company’s president and chief executive officer. The Employment Agreement amends and restates Mr. Wheatley’s prior employment agreement effective as of January 1, 2016, and as amended on July 24, 2018. The Employment Agreement is on substantially the same terms and conditions as Mr. Wheatley’s prior employment agreement and extends the term of the Employment Agreement to December 31, 2025. Pursuant to the Employment Agreement, on April 1, 2021, the Company granted Mr. Wheatley 2,806 shares of restricted common stock. Fifty percent of the shares of restricted common stock vest in three (3) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the restricted stock vest in eleven (11) equal amounts at the end of each calendar quarter following the grant date. In addition, on January 1, 2022, the Company granted Mr. Wheatley 7,436 shares of restricted common stock equal to $150,000 based on the closing price of the Company’s common stock on such date. Fifty percent of the shares of restricted stock vest in four (4) equal quarterly installments at the end of each calendar quarter following the grant date. The remaining fifty percent of the restricted stock vest in twelve (12) equal amounts at the end of each calendar quarter following the grant date.

In addition, the Board also approved a cash bonus of up to 25% of his base salary subject to performance metrics established by the Compensation Committee and Mr. Wheatley. 

Katherine McDermott. Ms. McDermott and the Company agreed to an offer letter dated July 15, 2019 (the “Offer Letter”) whereby the Company agreed to pay Ms. McDermott an annual salary of $220,000 per year. Ms. McDermott is eligible for an annual bonus up to 20% of her base salary subject to performance metrics established by the Company. The Company also granted Ms. McDermott an option to purchase up to 49,104 shares of the Company’s common stock at an exercise price equal to $5.78 which vest over a four-year period.

Sandra Peterson. Ms. Peterson and the Company agreed to an offer letter dated December 16, 2019 (the “Offer Letter”) whereby the Company agreed to pay Ms. Peterson an annual salary of $195,000 per year. Ms. Peterson is eligible for an annual bonus up to 20% of her base salary subject to performance metrics established by the Company as well as commission compensation equal to one half percent of the total, or portion of the total Sales Price actually received by the Company of any sale of our products after an annual target of $10,000,000 in revenue. The Company also granted Ms. Peterson an option to purchase up to 49,104 shares of the Company’s common stock at an exercise price equal to $4.57 which vest over a four-year period.

Severance and Change in Control Arrangements.  AgreementsOn August 10, 2011,

Mr. Wheatley’s employment agreement with the Company entered into employment agreements with its Chief Executive Officer and its Chief Financial Officer.  The term of the agreements was through January 1, 2016.  The agreements calledprovides for a payment to the executive employeein an amount equal to one year of salary plus 100% offour times his bonus potentialannual compensation if the executivehe is terminated for reasons other than mutual agreement, executive'shis death, executive'shis breach or other cause, or upon his disability, as defined in the agreement. 

On February 9, 2021, the Company’s Board of Directors adopted a Change in Control Severance Benefit Plan. The Plan provides severance benefits to eligible participants upon selected terminations of service in connection with a change of control of the executive, as defined.  IfCompany. The Plan provides that upon termination of service of a participant by voluntary resignation of employment by the executive is terminated as a resultparticipant for good reason (which good reason occurred within the three (3) months prior to or twelve (12) months following the effective date of a change of control,control), or by the Company without cause, and the satisfaction of certain other requirements, the participant may receive certain (i) cash severance payments; (ii) bonus severance payments; (iii) health insurance premium payments; or (iv) acceleration of vesting of outstanding options or other equity awards as defined, thenprovided in the Plan. The Company’s chief financial officer, Katherine McDermott, and the Company’s VP of Sales and Marketing, Sandra Peterson, are participants under the Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our named executive would receive a payment equal to two years of annual compensation and 100% of his bonus potential for such two year period.

There were no other employment agreements outstandingofficers as of December 31, 2015 or September 30, 2016.2021.

Compensation Committee Report

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company's compensation program for senior executives, including the named executive officers.  The compensation committee of ESI has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal year 2016 and, based on such review and discussions, the compensation committee recommended to the Company's Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement._______________________

This report is submitted by the compensation committee, consisting of:

John Evey

Jay S. Potter

Executive Compensation Tables

(1)   Mr. Wheatley was appointed Chief Executive Officer on August 10, 2011.

(2)   Mr. Caulson was appointed Chief Financial Officer on August 10, 2011.

EQUITY BENEFIT AND STOCK PLANSThe following table summarizes the total outstanding non-incentive equity awards as of December 31, 2015, for each named executive officer:

Outstanding Equity Award Table

Agreements with Executive Officers

As of September 30, 2016, there were no employment agreements with any executive officer. On October 18, 2016, the Company entered into a five-year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer and President of the Company (the "Agreement").  Pursuant to the Agreement, Mr. Wheatley will receive an annual salary of $250,000 per annum, which will be paid (i) in twenty-four installments of $8,333.33 each on the fifteenth and last day of each month and (ii) twenty-four installments of $2,083.34, on the same dates, which Mr. Wheatley will defer until such time as Mr. Wheatley and the Board of Directors agree that payment of the deferred salary and/or cessation of the deferral is appropriate.  In certain circumstances upon the Company achieving specified milestones, which are described in the Agreement, Mr. Wheatley can demand payment of all or any portion of the deferred amount, and the Company must comply with such demand.  All deferred amounts will be evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley, bearing simple interest at the rate of 10% per annum, accruing until paid, convertible into shares of the Company's common stock at $0.15 per share (subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, and similar extraordinary transactions) at any time in whole or in part at Mr. Wheatley's discretion, with a maturity date of December 31, 2020.  Additionally, pursuant to the Agreement, on

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October 18, 2016, Mr. Wheatley was granted 4,350,000 stock options to purchase 4,350,000 shares of the Company's common stock pursuant to the Company's 2011 Stock Incentive Plan exercisable at an exercise price of $0.15 per share for a period of ten years from the date of grant, vesting as follows: 1,450,000 on October 18, 2016, 1,450,000 on January 1, 2017, and 1,450,000 on January 1 2018.

2008 Stock Option Plan

On February 12, 2010, in connection with our reverse merger with Envision Solar International, Inc., a California corporation, we adopted the 2008 Stock Option Plan pursuant to which shares of Envision CA common stock were reserved for issuance as awards to employees, directors, consultants and other service providers.  The purpose of the 2008 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success. Under the 2008 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options. The incentive stock options may only be granted to employees.  Nonstatutory stock options may be granted to employees, directors and consultants.  The 2008 Plan will continue to be administered by our Board until such time as such authority has been delegated to a committee of the Board.  On a post-Merger basis, 5,867,007 stock options have been granted to date and remain outstanding under the 2008 Plan. 

2011 Equity Incentive Plan

On August 10, 2011, in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company through its Board of Directors, adopted a new equity incentive planthe 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 30,000,000600,000 shares (plusplus annual increases as definedprovided in the plan)2011 Plan for a total of our common stock are30,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and other service providers. Under the 2011 Plan, we arewere authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options. The incentive stock options may only be granted to employees.  Nonstatutory stock options may be granted to employees, directors and consultants.  The 2011 Plan will continue to beis administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors. The 2011 Plan was ratified by our shareholders in 2012.  To date, 9,520,0002012 and expired in 2021.

On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 shares of the Company’s common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee.

Incentive Plan Awards

From January 1, 2021 through December 31, 2021, the Company granted a total of 43,400 stock options under the 2021 Plan, which were granted to 15 of its employees.

The following table sets forth certain information regarding our 2011 and 2021 Plan as of December 31, 2021:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2020, we have not been a party to any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than compensation described above in “Non-Employee Director Compensation” and “EXECUTIVE COMPENSATION”.

Policies and Procedures for Related Party Transactions

Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year. Prior to the creation of our audit committee, our full Board of Directors reviewed related party transactions, with any directors abstaining from matters in which the director had an interest.

It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Director Independence

See section “Director Independence” set forth in Item 10 above is incorporated into this Item 13 by reference.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Interested parties who wish to communicate with our Board of Directors or any specified individual director, including our non-employee directors, may send their communications in writing to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121, Attn: Corporate Secretary. The Corporate Secretary shall review all incoming communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the Board of Directors or, if none is specified, to the Chair of the Board.

The Corporate Secretary may decide in the exercise of his or her judgment whether a response to any communication is necessary and shall provide a report to the nominating and governance committee on a quarterly basis of any communications received for which the Corporate Secretary has either responded or determined no response is necessary.

This procedure for communications with the non-management directors is administered by the Company’s nominating and governance committee. This procedure does not apply to (a) communications to non-employee directors from officers or directors of the Company who are stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

AUDIT COMMITTEE REPORT

This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference therein.

The following is the report of the audit committee of our Board of Directors. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2021 with our management. In addition, the audit committee has discussed with RSM US LLP, our independent registered public accountants, the matters required to be discussed by standards promulgated by the American Institute of Certified Public Accountants (“AICPA”) and Public Company Accounting Oversight Board (the “PCAOB”), including PCAOB Auditing Standard No. 16 “Communications with Audit Committees.” The audit committee also has received the written disclosures and the letter from RSM US LLP as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the audit committee has discussed with RSM US LLP the independence of RSM US LLP.

Based on the audit committee’s review of the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Respectfully submitted by the members of the audit committee of the Board of Directors:

Anthony Posawatz

Peter Davidson

Nancy Floyd

PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board of Directors has nominated four candidates for election as director for a term expiring at the next annual meeting of stockholders. All of the nominees are currently members of our Board. Directors are elected to serve for their respective terms of one year or until their successors have been grantedduly elected or appointed and remain outstandingqualified. The Board has no reason to believe that any of the nominees named below will be unavailable, or if elected, will decline to serve.

Pursuant to our Bylaws, the number of directors is fixed and may be increased or decreased from time to time by resolution of our Board. The Board has fixed the number of directors at four members. Proxies cannot be voted for a greater number of persons than the number of nominees named. In the event one or more of the named nominees is unable to serve, the persons designated as proxies may cast votes for other persons as substitute nominees.

Nominees

Our nominating and governance committee of the Board of Directors recommended, and the Board of Directors approved, Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd as nominees for re-election to the Board of Directors at the Annual Meeting.

Please see “Directors, Executive Officers and Corporate Governance” in this Proxy Statement for information concerning the nominees.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board of Directors. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends that stockholders vote “FOR” the re-election of each of Desmond Wheatley, Peter Davidson, Anthony Posawatz and Nancy Floyd to the Board of Directors.

PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation program.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

We believe that our compensation policies and procedures are intended to be aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. However, the Board and Compensation Committee value the opinions of our stockholders, we will consider our stockholders’ concerns, and the Compensation Committee will consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Required Vote

Assuming that a quorum is present at the Meeting, approval of this proposal requires the affirmative vote of holders of a majority of the shares present and entitled to vote thereon either in person or represented by proxy at the Meeting. Abstentions will not be treated as votes cast in favor of or against the proposal. Broker non-votes will have no effect on the outcome of this proposal.

The board of directors unanimously recommends that stockholders vote “for” the approval, on a nonbinding advisory basis, of the compensation of our named executive officers.

PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has selected the independent registered public accounting firm of RSM US LLP, or “RSM,” for the purpose of auditing and reporting upon the financial statements of Beam Global for the year ending December 31, 2022. Neither the firm nor any of its members has any direct or indirect financial interest in Beam Global. 

On April 1, 2021, the Company dismissed Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm. The Audit Committee of the Board of Directors of the Company approved the decision to dismiss Salberg. On the same day, the Audit Committee appointed RSM as the Company’s new independent registered public accounting firm for the purpose of auditing and reporting upon the financial statements of Beam Global for the year ending December 31, 2021.

While the Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Audit Committee and our Board of Directors are requesting, as a matter of policy, that the stockholders ratify the appointment of RSM as our independent registered public accounting firm. The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the selection, the Audit Committee may investigate the reasons for stockholder rejection and may consider whether to retain RSM or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of Beam Global and our stockholders. A formal statement by representatives of RSM is not planned for the Annual Meeting. However, representatives of RSM are expected to be present at the Annual Meeting and will be available to respond to appropriate questions by stockholders.

During the two fiscal years ended December 31, 2021, and the subsequent interim periods through March 31, 2022, there were no: (1) disagreements with Salberg or RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The audit reports of RSM and Salberg on the Company’s financial statements as of and for the years ended December 31, 2021 and 2020, respectively, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

Principal Accounting Fees and Services

The following table sets forth all fees accrued or paid to RSM for the years ended December 31, 2021 and 2020:

 ________________

The following table sets forth all fees accrued or paid to Salberg & Company, P.A. for the years ended December 31, 2021 and 2020:

________________

Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2021 and 2020, all fees identified above under the 2011 Plan.captions “Audit Fees,” and “All Other Fees” that were billed by Salberg & Company, P.A. and RSM US LLP were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31, 2021, there were no other professional services provided by Salberg & Company, P.A. or RSM US LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Salberg & Company, P.A and RSM US LLP.

Vote Required

The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal is necessary to ratify the selection of RSM US LLP as our independent registered public accountants for the year ending December 31, 2022. Abstentions and Broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the selection of RSM US LLP as Beam Global’s independent registered public accountants for the year ending December 31, 2022.

ANNUAL REPORTS

The Annual Report on Form 10-K and as amended on Form 10-K/A for the fiscal year ended December 31, 2021 (our “Annual Report”) (which is not a part of our proxy soliciting materials), is being mailed with this Proxy Statement to those stockholders that request to receive a copy of the proxy materials in the mail. Stockholders that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual Report at www.proxyvote.com, which does not have “cookies” that identify visitors to the site. Requests for copies of our Annual Report may also be directed to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121, Attn: Corporate Secretary.

We filed our Annual Report on Form 10-K with the SEC on March 31, 2022 and filed an amendment on Form 10-K/A with the SEC on May 2, 2022. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial statement schedules, but excluding exhibits to our Annual Report. Exhibits to our Annual Report are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests should be directed to the Corporate Secretary at Beam Global, 5660 Eastgate Drive, San Diego, California 92121, Attn: Corporate Secretary.

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Director Compensation

The following Summary Compensation Table sets forth all compensation paid, distributed or accrued for services rendered in the capacities of non-executive Board members through September 30, 2016.

____________________

1. This represents the fair value of the award as of the grant date in accordance with FASB ASC Topic 718.

2. This represents the value of stock released to the director during the identified period which is a portion of a larger multiple year award issued to the director for applicable multiple year services.

3. On February 12, 2016, the Company issued 200,000 nonqualified stock options pursuant to our 2011 Plan to each of these non-executive directors that served as directors during 2015, other than Mr. Moody. These options were granted as compensation for the services provided in 2015, and vested immediately.

4. On February 12, 2016, the Board approved a compensation program for all non executive directors that do not otherwise have a pre-existing compensation plan.  Starting for the 2016 year of service, Jay Potter and John Evey each received 1,000,000 shares of common stock, with a per share value of $0.15 (based on contemporaneous cash sales prices), or $150,000, that vests equally at the end of each calendar quarter that such director remains in service as a director over a three year period.  The share issuances will be proportionally expensed during the period in which they vest. The Company issued and released 249,999 of these shares, with a value of $37,500, during the nine month period ended September 30, 2016 to each of John Evey and Jay Potter.

5. On February 19, 2016, Mr. Anthony Posawatz accepted an appointed as a new director of the Company effective February 19, 2016.  In consideration for Mr. Posawatz's acceptance to serve as a director of the Company, the Company agreed to grant him 1,000,000 restricted shares of its common stock, with a per share value of $0.15 (based on contemporaneous cash sales prices), or $150,000, vesting according to the following vesting schedule: 27,777 per month over a 36 month period commencing on March 31, 2016, issuable on the last day of each

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calendar quarter so long as Mr. Posawatz serves as a director of the Company, subject to the grantee's right to waive vesting and issuance on a quarterly basis. The share issuances will be proportionally expensed during the period in which they vest.  During the nine months ended September 30, 2016, the Company released 222,222 shares of common stock with a per share fair value of $0.15, or $33,333 (based on the market price at the time of the agreement), to Mr. Posawatz for his service as defined in this respective Restricted Stock Grant Agreement.

6. On September 8, 2016, Mr. Peter W. Davidson accepted an appointment as a new director of the Company, effective September 8, 2016.  In consideration for Mr. Davidson's acceptance to serve as a director of the Company, the Company agreed to grant 750,000 restricted shares of its common stock to Mr. Davidson, vesting according to the following vesting schedule: 62,500 shares or pro rata portion thereof per calendar quarter over a 36 month period commencing on September 30, 2016, issuable on the last day of each calendar quarter so long as Mr. Davidson serves as a director of the Company, provided, that the first vesting is scheduled to occur on September 30, 2016 and be for 62,500 shares.  The Company intends to grant up to an additional 750,000 restricted shares of its common stock to Mr. Davidson based on Mr. Davidson achieving certain performance criteria to be agreed upon by the Board of Directors after discussion with senior management at a future date. During the nine months ended September 30, 2016, the Company released 62,500 shares of common stock with a per share fair value of $0.15, or $9,375 (based on the market price at the time of the agreement), to Mr. Davidson for his service as defined in this respective Restricted Stock Grant Agreement.

7. On July 11, 2014, Mr. Don Moody accepted an appointment as a new director of the Company effective July 11, 2014.  In consideration for Mr. Moody's acceptance to serve as a director of the Company, the Company granted 1,000,000 restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement including but not limited to the following vesting schedule: 166,672 shares on July 11, 2014 and then 69,444 shares on the last day of each calendar quarter thereafter commencing on September 30, 2014.  The total value of this stock grant is $0.15 per share (based on contemporaneous cash sales prices) or $150,000.  The Company issued and released 138,888 of these shares, with a value of $20,833, during the nine month period ended September 30, 2016. The Company issued and released 277,776 of these shares, with a value of $41,666, during the twelve month period ended December 31, 2015. The Company issued and released 305,560 of these shares, with a value of $45,834, during the twelve month period ended December 31, 2014.  Mr. Moody resigned from the Board effective September 8, 2016.

8. Mr. Noble resigned as a director on December 24, 2015.

9. On January 23, 2014, Mr. Paul H. Feller accepted an appointment as a new director of the Company effective January 23, 2014.  In consideration for Mr. Feller's acceptance to serve as a director of the Company, the Company granted 1,000,000 restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement including but not limited to the following vesting schedule: 166,672 shares on January 24, 2014 and then 69,444 shares on the last day of each calendar quarter thereafter commencing on March 31, 2014.  The total value of this stock grant is $0.15 per share (based on contemporaneous cash sales prices) or $150,000. The Company issued and released 69,444 of these shares, with a value of $10,416, during the twelve month period ended December 31, 2015.  Mr. Feller resigned as a director on April 30, 2015.

10. On April 2, 2014, Mr. John "Jack" Schneider accepted an appointment as a new director of the Company effective April 2, 2014.  In consideration for Mr. Schneider's acceptance to serve as a director of the Company, the Company granted 1,000,000 restricted shares of its common stock to him, subject to the terms and conditions set forth in the Restricted Stock Grant Agreement including but not limited to the following vesting schedule: 166,672 shares on April 2, 2014 and then 69,444 shares on the last day of each calendar quarter thereafter commencing on June 30, 2014.  The total value of this stock grant is $0.15 per share (based on contemporaneous cash sales prices) or $150,000.  Mr. Schneider resigned from the Board on March 5, 2015.

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INCORPORATION BY REFERENCE

In our filings with the SEC, information is sometimes "incorporated by reference."  This means that we are referring you to information that has previously been filed with the SEC, so the information should be considered as part of the filing you are reading.

This proxy statement is sent to you as part of the proxy materials for the 2016 Annual Meeting of Stockholders.  You may not consider this proxy statement as material for soliciting the purchase or sale of our common stock.

OTHER MATTERS

The Board of Directors knowsdoes not know of noany other matters that willto be presented for consideration at the 2016 Annual Meeting. If any otheradditional matters are properly brought beforepresented or otherwise allowed to be considered at the meeting, it is the intention ofAnnual Meeting, the persons named in the accompanyingenclosed proxy will have discretion to vote on such mattersshares they represent in accordance with their best judgment.own judgment on such matters.

No personIt is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, such information or representation should notimportant that your shares be relied upon as having been authorized.  This Proxy Statement does not constituterepresented at the solicitation of a proxy, in any jurisdiction, from any person to whom it is unlawful to make such proxy solicitation in such jurisdiction.  The delivery of this Proxy Statement shall not, under any circumstances, imply that there has not been any change in the information set forth herein since the datemeeting, regardless of the Proxy Statement.

FORWARD LOOKING STATEMENTS

Thisnumber of shares that you hold. You are, therefore, urged to submit your proxy statement contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve substantial risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include, but are not limited to, statements made in the Compensation Discussion and Analysis section of this proxy statement regarding future actions and benefits relating to our executive compensation programs. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned under the heading "Risk Factors" in our annual report on Form 10-K (accompanying this report), and in the periodic reports that we file with the SEC on Form 10-Q and Form 8-K.

By Order of the Board of Directorsvoting instructions at your earliest convenience.

/s/Desmond WheatleyBY ORDER OF THE BOARD OF DIRECTORS

Desmond Wheatley

Chief Executive Officer

October 27, 2016

In some cases, only one Annual Report or Proxy Statement is being delivered to multiple stockholders sharing an address unless the Company has received contrary instructions from one or more of the stockholders. The Company will furnish, without charge, a copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 or Proxy Statement, to each stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to: Corporate Secretary, Envision Solar International, Inc., 5660 Eastgate Drive, San Diego, California 92121 or by telephone at (858) 799-4583. Additionally, any stockholders who are presently sharing an address and receiving multiple copies of the Annual Report or Proxy Statement and who would rather receive a single copy of these materials in the future may instruct the Company by directing their request in the same manner.

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ENVISION SOLAR INTERNATIONAL, INC.

9270 Trade Place

San Diego, California 92126

(858) 799-4583

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 19, 2016

PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.

WE ARE ASKING YOU FOR A PROXY, AND YOU ARE

REQUESTED TO SEND US A PROXY.

The undersigned hereby appoints Desmond Wheatley, Chief Executive Officer of Envision Solar International, Inc., proxy, with full power of substitution, for and in the name or names of the undersigned, to vote all shares of Common Stock of Envision Solar International, Inc. held of record by the undersigned at the Annual Meeting of Stockholders to be held on December 19, 2016, at 4:00 p.m., Pacific Time, at 5660 Eastgate Drive, San Diego, California 92121, and at any adjournment thereof, upon the matters described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged, and upon any other business that may properly come before, and matters incident to the conduct of, the meeting or any adjournment thereof. Said person is directed to vote on the matters described in the Notice of Annual Meeting and Proxy Statement as follows, and otherwise in their discretion upon such other business as may properly come before, and matters incident to the conduct of, the meeting and any adjournment thereof.

1.         To elect a Board of up to four (4) directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified:

Nominees: Jay S. Potter, Anthony Posawatz, Peter Davidson and Desmond Wheatley:

[_]  FOR: nominees listed above (except as marked to the contrary below).

[_]  WITHHOLD authority to vote for nominee(s) specified below.

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2.         To ratify the appointment of Salberg & Company, P.A. as independent accountants for the fiscal year ending December 31, 2016:

3.         To approve, by non-binding vote, executive compensation:

4.         To approve an amendment to the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 162,500,000, par value $0.001 per share to 490,000,000, par value $0.001 per share and to authorize 10,000,000 shares of preferred stock, par value $0.001 per share.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE STATED PROPOSALS.

Number of shares owned ________________and voted hereby.

Name & Address of Shareholder

_____________________________

_____________________________

_____________________________

(VOID WITHOUT INFO)

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IMPORTANT: If shares are jointly owned, both owners should sign. If signing as attorney, executor, administrator, trustee, guardian or other person signing in a representative capacity, please give your full title as such.  If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.June 24, 2022

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