Vivint Solar, Inc. (NYSE:VSLR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Vivint Solar, Inc. (NYSE:VSLR) 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

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On March 9, 2020, the Board of Directors (the “Board”) of Vivint Solar, Inc. (the “Company”) appointed Ellen S. Smith to serve as a Class III member of the Board in order to fill an existing vacancy, effective March 12, 2020.  As a Class III member of the Board, the term of Ms. Smith’s appointment will expire at the annual meeting of stockholders of the Company to be held in 2020.  The Board also appointed Ms. Smith to serve on the Board’s audit committee (the “Audit Committee”).

Ms. Smith is a senior managing director, corporate finance, power and utilities at FTI Consulting, Inc., a global consultancy firm, which she joined in 2013. Prior to joining FTI Consulting, Inc., Ms. Smith was Executive Vice President and Chief Operations Officer at National Grid, PLC, a multinational power, gas and electricity generation company, from 2009 to 2013. Before that, she worked for Hess Corp, Pratt & Whitney and General Electric Power Systems. Ms. Smith currently serves on the board of directors of Union College, and she previously served on the board of directors of National Grid USA from 2009 to 2013 and Granite Services from 1994 to 1996. Ms. Smith received a Bachelor of Science and a Master of Engineering from Union College. Ms. Smith has specific attributes that qualify her to serve as a member of our board of directors, including her extensive operations and leadership experience in the energy industry.  The Board has determined that Ms. Smith is independent under the rules and regulations of both the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange.  

Ms. Smith will receive cash and equity compensation under the Company’s outside director compensation policy, which is described in the section of the Company’s definitive proxy statement on Schedule 14A captioned “Non-Emplyee Director Compensation—Director Compensation Program,” filed with the Securities and Exchange Commission on April 30, 2019.  There are currently no agreements, arrangements or understandings between Ms. Smith and any other person to which Ms. Smith was appointed to serve as a member of the Board.  There are currently no transactions in which Ms. Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

Concurrent with the appointment of Ms. Smith to the Audit Committee, Jay D. Pauley will step down as a member of the Audit Committee. The Audit Committee will consist of Ms. Smith, David D’Alessandro and Joseph Tibbetts, with Mr. Tibbetts serving as chair.

About Vivint Solar, Inc. (NYSE:VSLR)

Vivint Solar, Inc. primarily offers distributed solar energy, which is electricity generated by a solar energy system installed at or near customers’ locations to residential customers based on over 20-year contracts. The Company operates through two operating segments: Residential, and commercial and industrial market (C&I). Through its investment funds, the Company owns an interest in the solar energy systems the Company installs, and ownership of the solar energy systems allows it and the other fund investors to benefit from various local, state and federal incentives. The Company has a process that enables it to design and install a custom solar energy system that delivers customer savings. The Company is a licensed contractor in the markets the Company serves and is responsible for each customer installation. Upon completion, the Company schedules the required inspections and arranges for interconnection to the power grid.

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