SunRun Inc.

06/13/2025 | Press release | Distributed by Public on 06/13/2025 04:10

Proxy Results (Form 8-K)

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:
Director Votes For Votes Withheld Broker Non-Votes
Lynn Jurich 130,412,635 18,780,932 23,828,618
Alan Ferber 135,870,769 13,322,798 23,828,618
John Trinta 148,794,746 398,821 23,828,618
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:
Votes For Against Abstain Broker Non-Votes
97,575,907 46,705,354 4,912,306 23,828,618
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:
Votes For Against Abstain Broker Non-Votes
171,981,659 913,569 126,957 -
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:
Votes For Against Abstain Broker Non-Votes
143,349,320 5,682,525 161,722 23,828,618
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:
Annually Biennially Triennially Abstain Broker Non-Votes
144,381,970 100,914 4,600,826 109,857 23,828,618
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.
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