ENPHASE ENERGY, INC. (NASDAQ:ENPH) Files An 8-K Results of Operations and Financial ConditionItem 5.02. Results of Operations and Financial Condition.
On August8, 2017, Enphase Energy, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in Item 5.02 of this Form 8-K and the exhibit 99.1 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 subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
On August 4, 2017, Paul Nahi, President and Chief Executive Officer of the Company, gave notice to the Company's Board of Directors (the "Board") that he intended to resign his position as President, CEO and director of the Company, effective on August 8, 2017. Mr. Nahi’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Nahi has agreed to provide certain consulting services to the Company until November 9, 2017 (the "Consulting Period") to ensure the smooth transition of his duties and responsibilities. The Company has launched a search process for a successor CEO.
On an interim basis, the Board has appointed Humberto Garcia and Badrinarayanan Kothandaraman to the Office of the CEO of the Company, effective August 8, 2017. Mr.Garcia, 52, has served as the Company’s Vice President and Chief Financial Officer since August 2016, and prior to that, from August 2010 until August 2016, as Vice President of Finance and Corporate Controller.Mr. Kothandaraman, 45, has served as the Company’s Chief Operating Officer since April 2017.The salaries and executive bonus opportunities for each of Mr.Garcia and Mr.Kothandaraman will not change as a result of these appointments.
In connection with his resignation, Mr. Nahi entered into a separation agreement with the Company on August 8, 2017. Under the separation agreement, Mr. Nahi will continue his current compensation arrangements and benefit plan eligibility with the Company through August 11, 2017. In recognition of his service, and subject to Mr. Nahi's agreement to a general release of claims, the Company has agreed to provide Mr. Nahi with the following severance benefits: (a) a lump-sum cash payment of 12 months of Mr. Nahi’s monthly base salary and a pro-rata portion of Mr. Nahi’s target annual bonus calculated at 50% of target levels for 2017, less applicable withholdings; (b) Company-paid COBRA premiums for continued health insurance for up to 12 months; (c) accelerated vesting of 25% of Mr. Nahi’s outstanding equity awards; (d) an extended period of time to exercise any outstanding vested stock options (and other vested equity awards which carry a right to exercise) held by Mr. Nahi as of the date of termination, which extended exercisability period will end upon the earlier of (i) the date on which the original term of such equity awards would otherwise expire or (ii) one year following the agreed separation date; (e) an additional lump sum payment of $200,000 to be payable in 30 days after the completion of the Consulting Period, less applicable withholdings; and (f) payment of up to $60,000 in outplacement services, to be utilized within one year of his separation from the Company.
The above description of Mr. Nahi’s separation agreement is qualified in its entirety by reference to the full text of the separation agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
Item 5.02. Financial Statements and Exhibits.
Press release of the Company, dated August 8, 2017, entitled “Enphase Energy Reports Financial Results for the Second Quarter of 2017.”
Enphase Energy, Inc. ExhibitEX-99.1 2 a2017q28-kexx991pressrelea.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Enphase Energy Reports Financial Results for the Second Quarter of 2017 PETALUMA,…To view the full exhibit click
About ENPHASE ENERGY, INC. (NASDAQ:ENPH)
Enphase Energy, Inc. is a provider of energy management solutions. The Company is engaged in designing, developing, manufacturing and selling microinverter systems for the solar photovoltaic industry. Its semiconductor-based microinverter system converts direct current (DC) electricity to alternating current (AC) electricity. Its microinverter system consists of three components: Enphase microinverters, an Envoy gateway and Enlighten cloud-based software. Its Enphase microinverters provide power conversion at the individual solar module level by a digital architecture that incorporates custom application specific integrated circuits (ASIC), specialized power electronics devices, and an embedded software subsystem. Envoy bi-directional communications gateway provides collecting and sending data to Enlighten software. Enlighten cloud-based software provides the capabilities to remotely monitor, manage, and maintain an individual system or a fleet of systems.