TERRAFORM POWER, INC. (NASDAQ:TERP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) Resignation of Mr. David Springer from the Board
On December 20, 2016, Mr. David Springer 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. David Pauker as a director of the Board. Mr. Springers
resignation was not the result, in whole or in part, of any
disagreement with the Company.
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. David Pauker as a director of the Board. Mr. Springers
resignation was not the result, in whole or in part, of any
disagreement with the Company.
(d) Election of Mr. David Pauker to the Board
On December 20, 2016, the Board voted to elect Mr. David Pauker
to be a member of the Board effective immediately. Certain
biographical and other information with respect to Mr. Pauker is
set forth below. The Company believes that Mr. Pauker qualifies
as an independent director under applicable stock exchange rules.
In connection with the election of Mr. Pauker to the Board, the
Board consulted with various parties, including SunEdison, Inc.,
the Company’s controlling shareholder.
to be a member of the Board effective immediately. Certain
biographical and other information with respect to Mr. Pauker is
set forth below. The Company believes that Mr. Pauker qualifies
as an independent director under applicable stock exchange rules.
In connection with the election of Mr. Pauker to the Board, the
Board consulted with various parties, including SunEdison, Inc.,
the Company’s controlling shareholder.
In connection with his election to the Board, Mr. Pauker received
restricted stock units representing 11,700 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, dated as of April 11, 2014 (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 Corporation and Mr. Pauker. to the RSU
Award Agreement, the RSUs will vest in full on the earliest of
(i) May 25, 2017, (ii) the date Mr. Pauker resigns with the
consent of the Board, (iii) the date Mr. Pauker 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. Pauker 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 in
2016. No Board committee appointment or related fee arrangement
for serving as a Board committee member has yet been determined
for Mr. Pauker.
restricted stock units representing 11,700 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, dated as of April 11, 2014 (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 Corporation and Mr. Pauker. to the RSU
Award Agreement, the RSUs will vest in full on the earliest of
(i) May 25, 2017, (ii) the date Mr. Pauker resigns with the
consent of the Board, (iii) the date Mr. Pauker 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. Pauker 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 in
2016. No Board committee appointment or related fee arrangement
for serving as a Board committee member has yet been determined
for Mr. Pauker.
Biography of Mr. Pauker
David Pauker has more than 25 years of experience as a
financial consultant and turnaround manager specializing in
underperforming companies. From 2002 to 2015, Mr. Pauker was
the executive managing director of Goldin Associates, LLC, a
leading national restructuring advisory firm. At Goldin, Mr.
Pauker was a senior advisor to institutional investors, lenders
and management in connection with companies in consumer
products, energy natural resources, financial services,
manufacturing, media telecommunications, real estate, retail,
textile apparel and other industries. He has served as interim
CEO, COO or chief restructuring officer for numerous companies
undergoing significant transition and has advised clients in
connection with the restructurings of Boston Generating,
Calpine, Mirant, Northwestern, NRG, Power Company of America
and SemGroup. He is a Fellow of the American College of
Bankruptcy and a member of the Board of Directors of Lehman
Brothers, appointed to the Lehman bankruptcy plan. He has
frequently been ranked among leading U.S. restructuring
advisors. Mr. Pauker is a graduate of Cornell University and
the Columbia University School of Law.
financial consultant and turnaround manager specializing in
underperforming companies. From 2002 to 2015, Mr. Pauker was
the executive managing director of Goldin Associates, LLC, a
leading national restructuring advisory firm. At Goldin, Mr.
Pauker was a senior advisor to institutional investors, lenders
and management in connection with companies in consumer
products, energy natural resources, financial services,
manufacturing, media telecommunications, real estate, retail,
textile apparel and other industries. He has served as interim
CEO, COO or chief restructuring officer for numerous companies
undergoing significant transition and has advised clients in
connection with the restructurings of Boston Generating,
Calpine, Mirant, Northwestern, NRG, Power Company of America
and SemGroup. He is a Fellow of the American College of
Bankruptcy and a member of the Board of Directors of Lehman
Brothers, appointed to the Lehman bankruptcy plan. He has
frequently been ranked among leading U.S. restructuring
advisors. Mr. Pauker is a graduate of Cornell University and
the Columbia University School of Law.
Item 7.01 Regulation FD Disclosure.
On December 27, 2016, the Company issued a press release
announcing the election of Mr. Pauker to the Board. A copy of the
press release is furnished as Exhibit 99.1 to this Report.
announcing the election of Mr. Pauker 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.
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.
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
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Exhibit No.
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Description
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99.1
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Press release, dated December 27, 2016, titled TerraForm
Power Announces Election of Independent Director |
About TERRAFORM POWER, INC. (NASDAQ:TERP)
TerraForm Power, Inc. is a diversified owner of clean power generation assets in developed markets. This includes solar and wind assets located in the United States, Canada, the United Kingdom and Chile. The Company’s 2,967 megawatts renewable energy portfolio enables power production around the clock. TERRAFORM POWER, INC. (NASDAQ:TERP) Recent Trading Information
TERRAFORM POWER, INC. (NASDAQ:TERP) closed its last trading session up +0.07 at 13.07 with 300,896 shares trading hands.
