Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2025, Sunrun Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") via a virtual-only meeting format.
At the Annual Meeting, the stockholders of the Company considered five proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2025. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1:Election of three nominees to serve as Class I directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were cast as follows:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Lynn Jurich
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130,412,635
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18,780,932
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23,828,618
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Alan Ferber
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135,870,769
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13,322,798
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23,828,618
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John Trinta
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148,794,746
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398,821
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23,828,618
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Lynn Jurich, Alan Ferber and John Trinta were duly elected as Class I directors.
Proposal 2:Advisory vote on the compensation of the Company's named executive officers. The votes were cast as follows:
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Votes For
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Against
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Abstain
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Broker Non-Votes
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97,575,907
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46,705,354
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4,912,306
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23,828,618
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On an advisory basis, the compensation of the Company's named executive officers as set forth in the proxy statement was approved by the stockholders.
Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:
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Votes For
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Against
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Abstain
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Broker Non-Votes
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171,981,659
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913,569
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126,957
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-
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The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2025.
Proposal 4: Approval of the amendment and restatement of the Sunrun Inc. 2015 Equity Incentive Plan. The votes were cast as follows:
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Votes For
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Against
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Abstain
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Broker Non-Votes
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143,349,320
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5,682,525
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161,722
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23,828,618
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The Company's stockholders approved the amendment and restatement of the Sunrun Inc. 2015 Equity Incentive Plan.
Proposal 5: Advisory vote on whether subsequent say-on-pay votes will be held annually, biennially, or triennially. The votes were cast as follows:
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Annually
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Biennially
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Triennially
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Abstain
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Broker Non-Votes
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144,381,970
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100,914
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4,600,826
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109,857
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23,828,618
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In light of this result, the Board determined to hold subsequent non-binding, advisory votes on say-on-pay annually, so that the next such vote will be held at the Company's 2026 Annual Meeting of Stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold the next non-binding, advisory vote on the frequency of holding a non-binding, advisory vote on the Company's executive compensation no later than its 2031 Annual Meeting of Stockholders.