TerraForm Global, Inc. (NASDAQ:GLBL) Files An 8-K Submission of Matters to a Vote of Security Holders

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TerraForm Global, Inc. (NASDAQ:GLBL) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 29, 2017, TerraForm Global, Inc. (the Company) held its
annual meeting of stockholders for 2017 (the 2017 Annual
Meeting). Set forth below is a brief description of each matter
voted upon at the 2017 Annual Meeting and the voting results with
respect to each matter.
1. The Election of Directors:
Director
For
Withheld
Broker Non-Votes
Peter Blackmore
6,179,783,839
7,838,455
Frederick J. Boyle
6,184,734,502
2,887,792
Christopher Compton
6,180,719,533
6,902,761
Hanif Dahya
6,183,467,264
4,155,030
Mark Lerdal
6,184,877,562
2,744,732
David J. Mack
6,185,075,650
2,546,644
Alan B. Miller
6,187,375,795
246,499
David Ringhofer
6,182,595,822
5,026,472
Gregory Scallen
6,182,595,822
5,026,472
John F. Stark
6,183,744,954
3,877,340
2. The Ratification of the Appointment of KPMG LLP as the
Companys Independent Registered Public Accounting Firm for 2017:
For
Against
Abstentions
Broker Non-Votes
6,187,415,727
58,386
148,181
to the foregoing votes, (i) each of Messrs. Blackmore, Boyle,
Compton, Dahya, Lerdal, Mack, Miller, Ringhofer, Scallen and
Stark was elected to serve as director for a one-year term or
until his successor is duly elected or qualified and (ii) the
selection of KPMG LLP as the Companys independent registered
public accounting firm for the Companys fiscal year ending
December 31, 2017 was ratified.
Item 8.01. Other Events.
Compliance with Nasdaq Continued Listing Requirements
As previously disclosed, on March 20, 2017, a Nasdaq Hearings
Panel granted a request from the Company for an extension until
June 30, 2017 to regain compliance with Nasdaqs continued listing
requirements, which required the Company to file its Annual
Report on Form 10-K for the year ended December 31, 2016 and its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2017 and to hold an annual meeting of stockholders (which the
Company did not hold in 2016). The Company filed its Annual
Report on Form 10-K for the year ended December 31, 2016 with the
Securities and Exchange Commission (the SEC) on June 15, 2017 and
filed its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017 with the SEC on June 27, 2017. As noted above, the
Company held the 2017 Annual Meeting on June 29, 2017. As such,
the Company has regained compliance with Nasdaqs continued
listing requirements and is current in its filing of periodic
reports with the SEC.
Satisfaction of Conditions to the Effectiveness of the Settlement
Agreement with Renova
As previously disclosed in the Companys Current Report on Form
8-K filed with the SEC on May 30, 2017, the Company, TerraForm
Global, LLC, TerraForm Global Brazil Holding B.V. and TERP GLBL
Brasil I Participacoes Ltda. (collectively, the TerraForm Global
Parties) entered into a Settlement Agreement and Mutual Release
(the Settlement Agreement) with Renova Energia, S.A. (Renova and,
together with the TerraForm Global Parties, the Parties). The
Settlement Agreement resolves all disputes among the Parties that
were the subject of an arbitration proceeding among the Parties
(the Arbitration) in the Center for Arbitration and Mediation of
the Chamber of Commerce Brazil-Canada (the CAM-CCBC). The
effectiveness of the full releases contained in the Settlement
Agreement was subject to certain conditions set forth in the
Settlement Agreement (including, but not limited to, the Parties
executing and filing a joint stipulation with the CAM-CCBC
withdrawing with prejudice all of the claims and counterclaims
made in the Arbitration and the purchase of Renovas shares of
Class A common stock of the Company by Orion US Holdings 1 L.P.
(Parent)), an affiliate of Brookfield Asset Management Inc. These
conditions were satisfied on June 29, 2017 and the full releases
provided for in the Settlement Agreement are now effective.
Concurrently with the execution of the Settlement Agreement, the
Company and Parent, an affiliate of Brookfield Asset Management
Inc., entered into a letter agreement (the Letter Agreement), to
which Parent agreed that upon the later to occur of (i) the
effective time as described in the Settlement Agreement and (ii)
the closing of the share purchase contemplated by the Purchase
Sale Agreement dated as of May 24, 2017 between Renova and
Parent, the condition to the obligations of Parent and BRE GLBL
Holdings, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (Merger Sub) to effect the merger set forth
in Section 7.2(c) (Litigation Settlement) of the Agreement and
Plan of Merger, dated as of March 6, 2017 (the Merger Agreement),
by and among the Company, Parent and Merger Sub, solely with
respect to Renovas claims in the Arbitration, shall have been
satisfied and the aggregate payment made by the Company and its
subsidiaries (net of any amounts funded directly or indirectly by
insurance proceeds) under the Settlement Agreement in connection
with the settlement of Renovas claims in the Arbitration will be
deemed to be zero. This condition to the obligations of Parent
and Merger Sub to effect the merger set forth in Section 7.2(c)
(Litigation Settlement) of the Merger Agreement solely with
respect to Renovas claims in the Arbitration was also satisfied
on June 29, 2017.


About TerraForm Global, Inc. (NASDAQ:GLBL)

TerraForm Global, Inc. is a renewable energy company. The Company owns and operates clean energy power plants. The Company’s segments include Solar, Wind and Corporate. The Company serves a range of utility, commercial, industrial, residential and government customers through energy production with over 40 projects across approximately 70 sites in various markets. The Company’s projects include Brakes, ESP Urja, Boshof, Silverstar Pavilion, NSM Sitara, Dunhuang, Salvador, Hanumanhatti, Focal, Alto Cielo, Witkop and others. The Company’s over 917 megawatts (MW) portfolio enables around the clock energy production. The Company’s solar and wind projects are located across various regions, including Brazil, India, South Africa, China, Thailand, Malaysia and Uruguay. The Company is a subsidiary of SunEdison, Inc. The Company’s subsidiaries include TerraForm Global, LLC and TerraForm Global Operating, LLC.