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BLUE EARTH, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

July 23, 2014



Item 5.03 - Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

See Item 5.07 for the vote on the proposal for the amendment to the Articles of Incorporation.

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 18, 2014, Blue Earth, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Meeting"). The following matters were submitted to a vote of the Company's shareholders at the Meeting: (i) the election of six (6) directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified; (ii) approval of the amendment to the Company's Articles of Incorporation to increase the authorized shares of Common Stock to 500,000,000 shares; (iii) an advisory vote on "say on pay"; and (iv) an advisory vote on how often the subject of executive compensation will be taken in the future.

At the Meeting, a total of 52,414,312 (75.8%) shares of common stock of the Company (the "Common Stock") voted in person or by proxy, out of 69,136,469 shares of Common Stock and Common Stock equivalents entitled to vote at the Meeting. Set forth below is the final number of votes cast for, against, withheld, abstentions, and broker non-votes as to each matter.

1. Election of a Board of six directors: Nominees For Withheld Broker Non-Votes Laird Q. Cagan 31,884,095 759,244 18,851,605 Johnny R. Thomas 31,286,606 1,356,733 18,851,605 Robert Potts 31,884,885 758,454 18,851,605 Gov. Bill Richardson 32,347,383 295,956 18,851,605 James A. Kelly 32,367,283 276,056 18,851,605 Michael W. Allman 32,368,083 275,256 18,851,605



2. Amendment to Articles of Incorporation to Increase Authorized Shares of Common Stock to 500,000,000.

For Against Abstained 46,049,153 4,113,996 540,559 2

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3. Advisory vote on executive compensation.

For Against Abstained 28,851,591 800,889 452,649



4. Advisory vote on frequency of advisory vote on executive compensation.

Three Years Two Years One Year 6,758,834 4,867,555 19,596,181



The Company will include a shareholder vote on executive compensation in its proxy materials in one year.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3(i) Certificate of Amendment to Articles of Incorporation.

3

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2014Blue Earth, Inc.

By: /s/ Johnny R. Thomas Name: Johnny R. Thomas Title: CEO 4


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Source: Edgar Glimpses


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