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): April 10, 2017

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):

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

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

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

o 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.

On April 10, 2017 Enphase Energy, Inc. (the “Company”) appointed Badrinarayanan Kothandaraman, 45, as the Company’s Chief Operating Officer with immediate effect.

Mr. Kothandaraman will receive an annual base salary of $350,000, with a target bonus opportunity of 75% of his base salary. Mr. Kothandaraman will also receive an initial stock option grant of 1,000,000 shares. The stock option grant will vest over 4 years from Mr. Kothandaraman’s appointment, based on his continued service with the Company. In addition, the Compensation Committee of the Company’s Board of Directors has designated Mr. Kothandaraman 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 is no arrangement or understanding between Mr. Kothandaraman and any other person pursuant to which Mr. Kothandaraman was selected as Chief Operating Officer. Mr. Kothandaraman has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release announcing the appointment and containing more information about Mr. Kothandaraman is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release 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 Number	Description of Exhibits
99.1	Enphase Energy, Inc. press release dated April 12, 2017 announcing the appointment of Badrinarayanan Kothandaraman as the Company’s Chief Operating Officer.

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: April 12, 2017	ENPHASE ENERGY, INC.
	By:	/s/ Humberto Garcia
		Humberto Garcia
		Vice President and Chief Financial Officer

Index to Exhibits

Exhibit Number	Description of Exhibits
99.1	Enphase Energy, Inc. press release dated April 12, 2017 announcing the appointment of Badrinarayanan Kothandaraman as the Company’s Chief Operating Officer.

EX-99.1

Exhibit 99.1

Enphase Energy Announces New Chief Operating Officer Role

PETALUMA, Calif., April 12, 2017 (GLOBE NEWSWIRE) -- Enphase Energy, Inc. (NASDAQ:ENPH), a global energy technology company and the world's leading supplier of solar microinverters, announced today the addition of a Chief Operating Officer as part of the company’s executive team.

Filling this newly formed position is Badri Kothandaraman, who brings strong technical, operational, strategy and management experience gained over his 21-year career at Cypress Semiconductor. An engineer by training, Kothandaraman received his B.Tech degree from IIT Madras and an M.S. degree in materials science from U.C. Berkeley. He started his career with Cypress Semiconductor in 1995 and worked in process technology development and chip design before becoming vice president of the Asynchronous SRAM Business in 2008. Kothandaraman was subsequently promoted to executive vice president of Cypress’s Data Communications Division in November 2011 and spent the next five years building the USB 3.0, USB-C and the Internet of Things businesses. He also served as the executive director of Cypress Semiconductor Technology India Private Limited from 2012 to 2016. Kothandaraman attended the Stanford Executive Program in 2008 and holds eight U.S. patents.

“As part of our continuous improvement process, we are streamlining product development by creating a closer alignment between engineering, operations and product management. Badri has the unique experience and skill set necessary to lead this team,” said Paul Nahi, president and CEO of Enphase Energy. “Badri’s track record of growth and operational excellence make him an exciting addition to the Enphase team.”

“I am very pleased to join the Enphase team, which has tremendous system expertise, a very high-quality mindset and a great track record of innovation,” said Badri Kothandaraman, COO of Enphase Energy. “I look forward to working with Paul and team to continue strengthening our leadership in renewable energy.”

About Enphase Energy, Inc.    

Enphase Energy, a global energy technology company, delivers smart, easy-to-use solutions that connect solar generation, storage and management on one intelligent platform. The Company revolutionized solar with its microinverter technology and produces the world's only truly integrated solar plus storage solution. Enphase has shipped more than 13 million microinverters, and more than 580,000 Enphase systems have been deployed in more than 100 countries. Visit www.enphase.com for more information, and follow @enphase on Twitter or find us on Facebook or LinkedIn.

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

Press Contact:

Christian Zdebel

pr@enphase.com

484-788-2384