0001463101-17-000067.txt : 20170523 0001463101-17-000067.hdr.sgml : 20170523 20170522190737 ACCESSION NUMBER: 0001463101-17-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170518 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170523 DATE AS OF CHANGE: 20170522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enphase Energy, Inc. CENTRAL INDEX KEY: 0001463101 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 204645388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 17862341 BUSINESS ADDRESS: STREET 1: 1420 NORTH MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: (707) 763-4784 MAIL ADDRESS: STREET 1: 1420 NORTH MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 8-K 1 a20170518annualmeeting.htm 8-K Document

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): May 18, 2017
________________________________________________
ENPHASE ENERGY, INC.
(Exact name of registrant as specified in its charter)
________________________________________________

 
 
 
 
 
Delaware
 
001-35480
 
20-4645388
(State or other Jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)
1420 N. McDowell Blvd
Petaluma, CA                            94954
     (Address of principal executive offices)                 (Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report.)

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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    x




Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Stockholders of Enphase Energy, Inc. (“Company”) was held on May 18, 2017 (“Annual Meeting”). Proxies for the Annual Meeting were solicited by the Company’s Board of Directors (“Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. As of March 20, 2017, the record date for the Annual Meeting, 84,276,432 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 65,500,885 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:

Proposal 1:
Benjamin Kortlang and Richard S. Mora were elected as directors to hold office until the 2020 Annual Meeting of Stockholders by the following votes:
 
 
 
 
 
 
 
Nominee:
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Benjamin Kortlang
 
39,124,713
 
1,879,827
 
24,496,345
Richard S. Mora
 
39,949,678
 
1,054,862
 
24,496,345

In addition to the directors elected above, Steven J. Gomo, Paul B. Nahi, Thurman John Rodgers and John H. Weber continue to serve as directors after the Annual Meeting.

Proposal 2:
An amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 125,000,000 was approved by the following vote:
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
59,223,722
 
4,651,714
 
1,625,449

Proposal 3:
An amendment to the Company’s 2011 Employee Stock Purchase Plan (“ESPP”) to increase the aggregate number of shares of common stock authorized for issuance thereunder by 400,000 and increase the maximum number of shares by which the authorized shares of Common Stock under the ESPP may be increased annually under the evergreen provisions of the ESPP was approved by the following vote:
 
 
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
38,611,002
 
2,298,556
 
94,982
 
24,496,345

Proposal 4:
The selection by the Audit Committee of the Board of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the following vote:
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
63,270,174
 
860,409
 
1,370,302


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:
May 22, 2017
ENPHASE ENERGY, INC.
 
 
By:
/s/ Humberto Garcia
 
 
 
Humberto Garcia
 
 
 
Vice President and Chief Financial Officer