0001140361-23-005609.txt : 20230209 0001140361-23-005609.hdr.sgml : 20230209 20230209180118 ACCESSION NUMBER: 0001140361-23-005609 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230209 FILED AS OF DATE: 20230209 DATE AS OF CHANGE: 20230209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wenger Howard CENTRAL INDEX KEY: 0001387222 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41617 FILM NUMBER: 23607689 MAIL ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nextracker Inc. CENTRAL INDEX KEY: 0001852131 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 510-270-2500 MAIL ADDRESS: STREET 1: 6200 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker LLC DATE OF NAME CHANGE: 20220215 FORMER COMPANY: FORMER CONFORMED NAME: Nextracker Inc. DATE OF NAME CHANGE: 20210318 3 1 form3.xml X0206 3 2023-02-09 0 0001852131 Nextracker Inc. NXT 0001387222 Wenger Howard C/O NEXTRACKER INC. 6200 PASEO PADRE PARKWAY FREMONT CA 94555 true President Restricted Stock Units Common Stock 82143 D Stock Option (Right to Buy) 21 2027-03-15 Common Stock 247619 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). The RSUs vest 30% on April 1, 2023, 30% on April 1, 2024, and the remainder on April 1, 2025, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances. These stock options vest between 0% and 100% based on the Issuer's equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of the Issuer's closing prices on the previous twenty (20) trading days prior to March 31, 2026, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances. Exhibit List: Exhibit 24 - Power of Attorney /s/ Leah Schlesinger, Attorney-in-Fact for Howard Wenger 2023-02-09 EX-24 2 brhc10047807_ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Léah Schlesinger, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
 

 (1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 

 (2)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Nextracker Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 

 (3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 

 (4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
10th day of January, 2023.

 
/s/ Howard Wenger
  
 
Signature
  
 
 
 
Howard Wenger
  
 
Print Name