QS Energy, Inc. (OTCMKTS:QSEP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

(b)On May 8, 2017, Charles Blum and Nathan Shelton tendered to
Registrants (or Company) Board of Directors (Board) their
respective resignations from the Board, effective as of the same
date thereof. In lieu of cash for Committee fees payable to
Messrs. Blum and Shelton, on May 9, 2017, the Board agreed to
vest all the stock options granted to Messrs. Blum and Shelton on
January 1, 2017, to purchase 1,000,000 shares each of common
stock of Registrant at $0.05 per share.

(d) On May 9, 2017, seeking to fill the vacant seats on the Board
created by the resignations of Mr. Blum and Mr. Shelton, the
Board unanimously appointed Gary Buchler and Richard Munn to sit
on the Board of Directors of the Company. Mr. Buchler will serve
on the Audit Committee of the Board. As Directors, Messrs.
Buchler and Munn shall receive compensation under the Companys
current director compensation policy, pro rata starting as of May
9, 2017.

There are no arrangements or understandings between Messrs.
Buchler and Munn, on the one hand, and any other persons, or the
Registrant, on the other hand, to which each was selected as a
director of the Company. Furthermore, the Company has not been
since the beginning of the last fiscal year, and is not currently
proposed to be, a participant in any related party transactions
with Messrs. Buchler or Munn within the meaning of Item 404(a) of
Regulation S-K.

Messrs. Buchler and Munn, as members of the Board of Registrant,
will be entitled to receive fees, stock options, warrants or
stock which may be granted by the Company to its directors.

Bios for Mr. Buchler and Mr. Munn are as follows:

Gary Buchler, Director

Gary Buchler is Chief Operating Officer of the Natural Gas
Pipeline business unit of Kinder Morgan, Inc. (NYSE: KMI) and
operator of one of the largest interstate pipeline systems in the
United States. With oversight of a combined annual
expense/capital budget of $1.3 billion, Mr. Buchler is
responsible for all Engineering, Operations, Environmental,
Health and Safety (EHS), and Land Management functions for
roughly 70,000 miles of transmission and gathering pipelines. Mr.
Buchler is responsible for the day-to-day management of 3,900
employees, evaluation and oversight of expansion projects, and
the evaluation of potential acquisitions. As Chief Operating
Officer of the KM Gas Pipelines, Mr. Buchler has been
instrumental in the acquisition and integration of more than $45
billion in pipeline assets at Kinder Morgan. Mr. Buchler has held
various management positions at Kinder Morgan since 1979,
including Vice-President Engineering/Operations Pipeline Group,
Vice-President Eastern Pipeline Operations, Vice-President
Engineering and Operations Kinder Morgan Gas Treating/Kinderhawk
Field Services, and Director of Pipeline Integrity. He earned a
Bachelors Degree in Electrical Engineering from the University of
Iowa and an MBA from the Keller Graduate School of Management.

Richard Munn, Director

Richard W. Munn is one of the top players in the royalty and
mineral arena as demonstrated over the last 15 years with 39
years of industry experience. Of note, he managed the royalty
acquisition teams at Noble Royalties and other companies, closing
on the acquisition of approximately $450 million worth of Royalty
and Mineral Interests involving over 50 separate transactions.
Mr. Munn has a solid reputation and extensive relationships with
private and public U.S.-based energy producers and mineral
holders. He has also managed his own exploration and production
companies. From 2005 to 2007, Mr. Munn chaired the IPAA Business
Development Committee and from 2007 to 2009, he chaired the IPAA
Business Development/ Membership Committee. From 2005 to 2007,
Mr. Munn chaired the Society of Petroleum Engineers Business
Development Committee. In addition, to his network of oil and gas
industry relationships, Mr. Munn is a licensed registered
professional geologist in Wyoming with a B.A. in Geology from the
University of Colorado.

(a)As previously reported, the Board has established July 14,
2017, as the date of the Companys 2017 Annual Meeting of
Stockholders (the 2017 Annual Meeting) and May 15, 2017, as the
record date for determining stockholders entitled to notice of,
and to vote at, the 2017 Annual Meeting. Because the Company did
not hold an annual meeting the previous year, stockholders of the
Company who wish to nominate a person for election as a director
must ensure that written notice of such nomination (including the
Class of Director to which that individual is nominated) is
received by the Companys Secretary at QS Energy Inc., 23902 FM
2978, Tomball, Texas 77375 on or before the close of business on
May 23, 2017, which the Company has determined to be a reasonable
time before it expects to begin to print and send its proxy
materials. Any such nomination must also meet the requirements
set forth in the rules and regulations of the Securities and
Exchange Commission in order to be eligible for inclusion in the
proxy materials for the 2017 Annual Meeting, including submission
of notice of the nomination by Schedule 14N required to
240.14a-18. The May 23, 2017 deadline will also apply in
determining whether notice of a stockholder proposal is timely
for purposes of exercising discretionary voting authority with
respect to proxies under Rule 14a-4(c) promulgated under of the
Securities Exchange Act of 1934 (Exchange Act).

Also, if the stockholder does not also comply with the
requirements of Rule 14a-4(c)(2) under the Exchange Act, the
Companys proxies may exercise discretionary voting authority
under proxies that the Companys Board of Directors solicits to
vote in accordance with their best judgment on any such
stockholder proposal or nomination. The Company encourages
stockholders to seek advice from knowledgeable counsel before
submitting a proposal or a nomination.

On May 9, 2017, the Board approved, to Article 3, Section 2 of
the Bylaws, fixing the number of Directors of the Company at
seven (7).

On May 9, 2017, the Board elected to assume the responsibilities
and obligations of the Compensation Committee and of the
Nominating and Corporate Governance Committee of the Board of the
Company for the purposes of cost saving and to increase
efficiency. By resolution, the Board eliminated those two
Committees.

In addition to the appointment of Mr. Buchler to the Audit
Committee discussed in Item 5.02(d) above, on May 9, 2017, the
Board appointed Don Dickson, a Director of the Company, to the
Audit Committee. Thomas Bundros, a Director of the Company, shall
remain a member and Chair of the Audit Committee.

About QS Energy, Inc. (OTCMKTS:QSEP)

QS Energy, Inc., formerly Save The World Air, Inc., develops and commercializes energy efficiency technologies. The Company provides the energy industry with industrial equipment that are designed to deliver measurable performance improvements to crude oil pipelines. The Company’s primary technology is called Applied Oil Technology (AOT), a commercial-grade crude oil pipeline transportation flow-assurance product. AOT is used to manage the energy efficiency of oil pipeline pump stations. The AOT product has transitioned from the research and development stage to initial commercial production for the midstream pipeline marketplace. QS Energy Pool, Inc., a subsidiary of the Company, serves as a vehicle for the Company to explore, review and consider acquisition opportunities.

QS Energy, Inc. (OTCMKTS:QSEP) Recent Trading Information

QS Energy, Inc. (OTCMKTS:QSEP) closed its last trading session down -0.009 at 0.130 with shares trading hands.