FALSE000175876600017587662024-04-192024-04-19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): April 19, 2024
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STEM, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39455 | | 85-1972187 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
100 California St., 14th Fl, San Francisco, California 94111
(Address of principal executive offices including zip code)
1-877-374-7836
Registrant’s telephone number, including area code
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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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.0001 | | STEM | | New York Stock Exchange |
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 ☐
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. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Appointment of New Director
On April 19, 2024, the Board of Directors (the “Board”) of Stem, Inc. (the “Company”), on recommendation of the Nominating, Governance and Sustainability Committee of the Board, appointed Mr. Gerard Cunningham to the Board as a Class I director, effective April 19, 2024. At this time, no decision has been made as to the Board committees on which Mr. Cunningham will serve. When available, any committee assignments will be reported by an amendment to this Current Report on Form 8-K.
Mr. Cunningham holds a Bachelor of Science in Mathematics from the University of Manchester and a Master of Science in Operations Research from Strathclyde Business School. He has extensive experience in the technology, software services (“SaaS”), and artificial intelligence (“AI”) sectors and as an entrepreneur and founder of several companies in AI, SaaS and data science. Most recently, Mr. Cunningham was a partner at McKinsey & Company, where he co-founded and led its global clean technology practice and was a member of its AI leadership team.
The Board has determined that neither Mr. Cunningham nor any of his immediate family members has a direct or indirect material interest in any transaction in which the Company was or is to be a participant and that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Cunningham is expected to enter into a standard indemnification agreement in substantially the same form that the Company has entered into with its other non-employee directors, the form of which was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023. As a non-employee director, Mr. Cunningham will receive pro-rated compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its preliminary proxy statement on Schedule 14A filed with the SEC on April 3, 2024. The Board also approved a pro-rated grant of 12,138 restricted stock units to Mr. Cunningham with grant value equal to $19,178, which will vest in full on June 7, 2024, subject to his continued service on the Board on that date.
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Item 7.01 | Regulation FD Disclosure. |
The Company’s press release announcing the appointment of Mr. Cunningham is furnished as Exhibit 99 to this Current Report on Form 8-K.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is furnished as part of this Report:
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.
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| STEM, INC. |
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Date: April 19, 2024 | By: | /s/ Saul R. Laureles |
| | Name: | Saul R. Laureles |
| | Title: | Chief Legal Officer and Corporate Secretary |
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