Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 28, 2024

________________________________________________

Sunrun Inc.

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware

001-37511

26-2841711

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

600 California Street, Suite 1800

San Francisco, California 94108

(Address of principal executive offices, including zip code)

(415) 580-6900

(Registrant’s telephone number, including area code)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RUN	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On October 28, 2024, the board of directors (the “Board”) of Sunrun Inc. (the “Company”), upon the recommendation of the Nominating, Governance and Sustainability Committee of the Board, increased the size of the Board from nine to ten directors, and appointed John Trinta as a Class I director, effective October 28, 2024. Mr. Trinta’s term as a Class I director continues until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board also appointed Mr. Trinta to serve on the Audit Committee of the Board.

Prior to joining the Board, Mr. Trinta held several executive positions at Deloitte & Touche LLP (“Deloitte”) from June 1998 to May 2020, including as the CEO of Deloitte Financial Advisory Services, Deputy CEO of Advisory Services, Partner in Charge of Americas Financial Advisory Services, and Deputy National Managing Partner in Tax Services. Mr. Trinta also served on Deloitte’s U.S. and Functional Global Board of Directors from 2003 to 2005. During his time at Deloitte, Mr. Trinta spearheaded Deloitte’s merger of its Financial Advisory and Risk practices and co-led Deloitte’s purchase and integration of various tax and advisory businesses.

Mr. Trinta received a B.S. in Business Administration with a concentration in accounting from California State University, Chico, and a M.S. in Taxation from Golden Gate University.

Mr. Trinta was selected to serve on our Board because of his deep expertise in finance, accounting, and tax, along with his strong leadership experience.

As a non-employee director of the Company, Mr. Trinta is eligible to receive compensation pursuant to the Company’s Amended and Restated Non-Employee Director Pay Policy, a copy of which was previously filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

There is no arrangement or understanding between Mr. Trinta and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Trinta and any of the Company’s other directors or executive officers. There are no transactions between Mr. Trinta and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with Mr. Trinta’s election to the Board, the Company and Mr. Trinta entered into the Company’s standard form of indemnification agreement, the form of which was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 22, 2015 (File No. 333-205217).

Item 7.01 Regulation FD Disclosure.

On October 29, 2024, the Company issued a press release announcing the appointment of Mr. Trinta to the Board. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information included in Item 7.01 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Press Release, dated October 29, 2024, issued by Sunrun Inc.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SUNRUN INC.

			By:			/s/ Jeanna Steele
						Jeanna Steele Chief Legal Officer and Chief People Officer

Date: October 29, 2024

Exhibit 99.1

Sunrun Announces Appointment of John Trinta to its Board of Directors

SAN FRANCISCO, October 29, 2024 -- Sunrun (Nasdaq: RUN), the nation’s leading provider of clean energy as a subscription service, today announced the appointment of John Trinta, former CEO of Deloitte Financial Advisory Services, as a member of the Company’s board of directors (the “Board”) and Audit Committee of the Board. Mr. Trinta brings nearly 40 years of expertise in tax and accounting, paired with a proven track record in driving strategic growth and leading organizations to new heights.

“It is with great excitement that I introduce John as the newest member of our Board. Having spent nearly four decades at Deloitte, he brings exceptional expertise in finance, accounting, and tax—critical skills as we navigate today’s complexities and continue to position ourselves as a market leader in the clean energy sector,” said Sunrun CEO Mary Powell. “Beyond his technical strengths, John’s leadership, strategic mindset, and ability to inspire teams set him apart. I’m confident that his insights will be a value add as we continue to execute on our margin-focused and disciplined growth strategy."

Mr. Trinta is a seasoned finance professional with a distinguished career in finance, accounting, and tax. From June 1998 to May 2020, Mr. Trinta held several executive positions at Deloitte, including as the CEO of Deloitte Financial Advisory Services, Deputy CEO of Advisory Services, Partner in Charge of Americas Financial Advisory Services, and Deputy National Managing Partner in Tax Services. He also served on Deloitte’s U.S. and Functional Global Board of Directors from 2003 to 2005. During his time at Deloitte, Mr. Trinta spearheaded Deloitte’s merger of Financial Advisory and Risk practices and co-led Deloitte’s purchase and integration of various tax and advisory businesses.

“I am excited to join Mary and the Sunrun Board as the Company continues to innovate and differentiate itself within the market by focusing on creating cleaner, reliable, and sustainable energy solutions for its customers," said Mr.Trinta. "I look forward to sharing my financial, accounting, and tax expertise with the entire Sunrun team and contributing to the mission of connecting people to the cleanest energy on earth.”

Mr. Trinta holds a Bachelor of Science degree in Business Administration with a concentration in accounting from California State University, Chico, and a Master of Science degree in Taxation from Golden Gate University.

About Sunrun

Sunrun Inc. (Nasdaq: RUN) revolutionized the solar industry in 2007 by removing financial barriers and democratizing access to locally-generated, renewable energy. Today, Sunrun is the nation’s leading provider of clean energy as a subscription service, offering residential solar and storage with no upfront costs. Sunrun’s innovative products and solutions can connect homes to the cleanest energy on earth, providing them with energy security, predictability, and peace of mind. Sunrun also manages energy services that benefit communities, utilities, and the electric grid while enhancing customer value. Discover more at www.sunrun.com.

Media Contact

Wyatt Semanek

Director, Corporate Communications

press@sunrun.com

Investor & Analyst Contact

Patrick Jobin

SVP, Deputy CFO & Investor Relations Officer

investors@sunrun.com

Cover Page	Oct. 28, 2024
Entity Information [Line Items]
Entity Address, Address Line One	600 California Street
Entity Address, Postal Zip Code	94108
Entity Address, Address Line Two	Suite 1800
Entity Address, State or Province	CA
Document Type	8-K
Document Period End Date	Oct. 28, 2024
Entity Registrant Name	Sunrun Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37511
Entity Tax Identification Number	26-2841711
Entity Address, City or Town	San Francisco
City Area Code	415
Local Phone Number	580-6900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RUN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001469367
Amendment Flag	false