(b) Resignation of Mr. David Ringhofer from the Board

On February 12, 2017, Mr. David Ringhofer resigned from his
position as a director of the board of directors (the Board) of
TerraForm Power, Inc. (the Company). The resignation was
contingent upon, and effective immediately prior to, the election
of Mr. Christian S. Fong as a director of the Board. Mr.
Ringhofers resignation was not the result, in whole or in part,
of any disagreement with the Company.

Resignation of Mr. Gregory Scallen from the Board

On February 12, 2017, Mr. Gregory Scallen resigned from his
position as a director of the Board. The resignation was
contingent upon, and effective immediately prior to, the election
of Mr. Christian S. Fong as a director of the Board. Mr. Scallens
resignation was not the result, in whole or in part, of any
disagreement with the Company.

(d) Election of Mr. Christian S. Fong to the Board

On February 12, 2017, effective upon the resignations of Messrs.
Ringhofer and Scallen from their positions as directors of the
Board, Mr. Christian S. Fong became a member of the Board to a
previous vote by the Board. Certain biographical and other
information with respect to Mr. Fong is set forth below. The
Company believes that Mr. Fong qualifies as an independent
director under applicable stock exchange rules. In connection
with the election of Mr. Fong to the Board, the Board consulted
with various parties, including SunEdison, Inc., the Company’s
controlling shareholder, which suggested Mr. Fong as a board
candidate.

In connection with his election to the Board, Mr. Fong received
restricted stock units representing 12,800 shares of the Companys
class A common stock (the RSUs). The RSUs, which were granted to
the Companys 2014 Second Amended and Restated Long-Term Incentive
Plan (the Long-Term Incentive Plan), are subject to the terms and
conditions set forth in the Restricted Stock Unit Award Agreement
(the RSU Award Agreement) entered into between the Company and
Mr. Fong. to the RSU Award Agreement, the RSUs will vest in full
on the earliest of (i) May 25, 2017, (ii) the date Mr. Fong
resigns with the consent of the Board, (iii) the date Mr. Fong is
removed from the Board without cause, or (iv) the date of a
Change in Control (as defined in the Long-Term Incentive Plan).
Mr. Fong will also earn annual fees for his service as a director
and a member of any committees of the Board on which he may
serve. Such annual fee for service as a director will not be
prorated for service from the date of Mr. Fongs election through
the Companys next stockholders meeting. No Board committee
appointment or related fee arrangement for serving as a Board
committee member has yet been determined for Mr. Fong.

Biography of Mr. Fong

Mr. Fong is the Managing Partner of Fong Strategic Consulting
L.L.C., where he serves as an executive consultant to real asset,
cleantech and financial services firms. Mr. Fong co-founded
Renewable Energy Trust Capital (RET) in 2010 and served in
multiple executive roles through 2016, including as RETs COO,
CIO, CFO and Director. Prior to founding RET, Mr. Fong was a
Managing Director and Head of Real Estate Capital Markets at
AEGON / Transamerica and previously served as CEO of Corridor
Recovery, Inc, as a consultant at McKinsey Co, and as a candidate
for Governor of Iowa. Mr. Fong holds an MBA with High Distinction
from Dartmouth Colleges Tuck School of Business, and a B.S. in
Statistics, summa cum laude, from Creighton University. He has
earned the CFA and CCIM designations.

Item 7.01 Regulation FD Disclosure.

On February 16, 2017, the Company issued a press release
announcing the election of Mr. Fong to the Board. A copy of the
press release is furnished as Exhibit 99.1 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01 of this Current Report on Form 8-K and
the press release attached as an exhibit hereto are deemed to be
furnished and shall not be deemed filed for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall
such information and exhibit be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except as shall
be expressly set forth by specific reference in such filing or
document.

Cautionary Note Regarding Forward-Looking Statements.>Except
for historical information contained in this Form 8-K and the
press release attached as an exhibit hereto, this Form 8-K and
the press release contain forward-looking statements which
involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
these statements. Please refer to the cautionary note in the
press release regarding these forward-looking statements.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits