8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2016

ENPHASE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35480	20-4645388
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1420 N. McDowell Blvd

Petaluma, CA 94954

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (707) 774-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On August 10, 2016, Enphase Energy, Inc. (“the Company’) announced the appointment of Bert Garcia, age 51, as Vice President and Chief Financial Officer. Mr. Garcia will also serve as the Company’s Principal Financial and Accounting Officer. Mr. Garcia has served as the Company’s Vice President of Finance since June 2014 and previously served as the Company’s Corporate Controller from August 2010 to June 2014.

In light of Mr. Garcia’s promotion, Mr. Garcia will have a new base salary of $300,000 and a new 2016 target bonus opportunity target of 75% of his base salary, pro-rated for the remainder of the 2016 year. Mr. Garcia will also receive a $50,000 promotion bonus, a stock option grant of 200,000 shares and an award of 50,000 restricted stock units. The stock option grant and restricted stock units will vest over 4 years from Mr. Garcia’s appointment based on his continued service with the Company. In addition, the Compensation Committee of the Board of Directors has designated Mr. Garcia as a Tier III Participant in the Company’s Severance and Change in Control Benefit Plan, previously filed with the Securities and Exchange Commission as Exhibit 10.50 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

There are no transactions in which Mr. Garcia has an interest requiring disclosure on the part of the Company under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Resignation of Chief Financial Officer

Mr. Garcia replaces Kris Sennesael in the position of Vice President and Chief Financial Officer. On August 8, 2016, Mr. Sennesael informed the Company of his resignation as Vice President and Chief Financial Officer of the Company, in order to pursue other career interests. Mr. Sennesael will remain an employee of the Company through August 15, 2016. Mr. Sennesael’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s finances, accounting, operations, practices or policies.

On August 10, 2016, the Company issued a press release regarding the appointment of Mr. Garcia and resignation of Mr. Sennesael. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 10, 2016

SIGNATURES

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: August 10, 2016	ENPHASE ENERGY, INC.
	By:	/s/ Paul B. Nahi
		Paul B. Nahi
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated August 10, 2016

EX-99.1

Exhibit 99.1

Enphase Energy Announces Resignation of CFO and Appointment of New CFO

Seasoned Financial Executive Bert Garcia Promoted to Succeed Kris Sennesael

PETALUMA, Calif., August 10, 2016—Enphase Energy, Inc. (NASDAQ:ENPH), a global energy technology company, today announced that Kris Sennesael, vice president and chief financial officer, has resigned to pursue other career opportunities. Bert Garcia, currently Enphase’s vice president of finance, has been promoted to succeed Sennesael as Enphase’s vice president and chief financial officer, and he will also serve as the Company’s principal financial and accounting officer.

Garcia has more than 20 years of experience in finance and accounting management, including leadership roles in both development-stage start-ups and large public companies. He has held senior leadership positions at Enphase since joining the company in 2010, most recently as vice president of finance and accounting.

Prior to joining Enphase, Garcia held finance leadership positions of increasing responsibility in several technology companies, including RealNetworks, InfoSpace and Smart Modular Technologies. He began his career in the Silicon Valley with Grant Thornton LLP and is a Certified Public Accountant in California. Garcia earned a Bachelor of Science degree in business and accounting from California State University, Fresno.

“We are pleased to announce Bert’s promotion to chief financial officer,” said Paul Nahi, president and CEO of Enphase Energy. “His proven financial management leadership skills and experience guiding Enphase through our global expansion over the past six years will be instrumental as we continue to execute on our successful competitive growth strategy.”

Nahi continued, “We would like to thank Kris for his outstanding contributions to Enphase over the past four years. He helped build a solid foundation for the future, and we wish him well in his future endeavors.”

About Enphase Energy, Inc.

Enphase Energy, a global energy technology company, is leading the charge to bring smart, connected solar energy to every home, business and community. The company delivers simple, innovative and reliable energy management solutions that advance the worldwide potential of renewable energy. Enphase has shipped approximately 12 million microinverters, and over 500,000 Enphase residential and commercial systems have been deployed in more than 100 countries. For more information, visit www.enphase.com.

Enphase Energy^®, the Enphase logo and other trademarks or service names are the trademarks of Enphase Energy, Inc.

Forward-Looking Statements

This press release may contain forward-looking statements, including statements related to Enphase Energy’s financial performance and advantages of its technology and market trends. These forward-looking statements are based on the company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks detailed in the “Risk Factors” and elsewhere in Enphase Energy’s latest Securities and Exchange Commission filings and reports. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

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Contact:

Christina Carrabino

Enphase Energy, Inc.

Investor Relations

ir@enphaseenergy.com

+1-707-763-4784 x7294

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