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): June 10, 2024

___________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

001-38598

(Commission File Number)

___________________________________________


Delaware			77-0565408
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

4353 North First Street,	San Jose,	California	95134
(Address of principal executive offices)			(Zip Code)

(408)			543-1500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

___________________________________________

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:

☐ 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

Class A Common Stock, $0.0001 par value

New York Stock Exchange

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.

On June 10, 2024, the Board of Directors (the “Board”) of Bloom Energy Corporation (“Bloom Energy” or the “Company”) increased the authorized number of directors constituting the Board from seven to eight directors.

Gary S. Pinkus was appointed to serve as a Class I director of Bloom Energy effective June 15, 2024 to hold office until the 2025 annual meeting of stockholders and until his successor shall have been duly elected and qualified. Mr. Pinkus was also appointed to serve as a member of the Company’s Compensation and Organizational Development Committee. Mr. Pinkus is Chairman of North America at McKinsey & Company.

There are no arrangements or understandings between Mr. Pinkus and any other persons pursuant to which he was selected as a director, and he does not have any family relationships with any of the Company’s directors or executive officers. Mr. Pinkus does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Pinkus will receive the standard compensation for a non-employee director of Bloom Energy. The Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024 generally describes the standard compensation for a non-employee director. However, in May 2024, the Board amended the standard compensation for non-employee directors by replacing the pro-rated restricted stock unit (“RSU”) grant for directors starting after the annual meeting of stockholders, to an initial equity award with a fair value of approximately $350,000 that will vest in equal annual installments on the anniversary of the date of grant over a period of three years, contingent on continued service. Under the amended standard compensation policy, directors have the ability to choose to receive RSUs or nonqualified stock options for their equity awards, and Mr. Pinkus has elected to receive stock options. There were no other changes to the standard compensation for non-employee directors approved in May 2024 except as described above. Bloom Energy also intends to enter into its standard form of indemnification agreement with Mr. Pinkus. A copy of the form of Indemnification Agreement was filed with the SEC as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 on September 7, 2018.

Item 7.01 Regulation FD Disclosure.

Bloom Energy’s press release issued June 12, 2024, announcing the appointment of Mr. Pinkus, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibits



Exhibit			Description
99.1			Press release dated June 12, 2024.
104			Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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

BLOOM ENERGY CORPORATION

Date:

June 12, 2024

By:

/s/ Shawn Soderberg

Shawn Soderberg

Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Gary Pinkus, Chairman of McKinsey & Company in North America, Joins Bloom Energy’s Board of Directors

SAN JOSE, Calif., June 12, 2024 — Bloom Energy (NYSE: BE) appointed Gary Pinkus, Chairman of McKinsey & Company in North America, to its Board of Directors. Pinkus has spent nearly 40 years of his career at McKinsey & Company, the global management consulting firm, building substantial governance, leadership, and executive experience.

He has established and led some of the firm’s largest practices, including the co-founding and subsequent leadership of the global Private Equity & Principal Investors practice. Pinkus also has and continues to advise several energy companies, ranging from major oil and gas corporations to new energy start-ups, guiding his clients through a dynamic industry on the path to net-zero.

With extensive experience in energy and other high-growth sectors, Pinkus is well-versed in enabling companies to scale profitably and efficiently and will bring this expertise to the Bloom Energy Board.

“On behalf of the Bloom Energy Board members and leadership team, it is my privilege to welcome Gary Pinkus to Bloom Energy’s Board of Directors,” said KR Sridhar, Founder, Chairman, and CEO of Bloom Energy. “Gary’s invaluable experience across multiple industries and his perspective will offer Bloom a vital source of support as we enter the next stage of our global growth.”

Before becoming Chairman in 2018, Pinkus served as Managing Partner of its San Francisco office from 2003-2006, its West Coast practice from 2006-2013, and the North America practice from 2015-2018. A long-standing member of McKinsey’s Board of Directors, he has chaired several of its committees, and since 2019 has chaired the Senior Partners Committee.

Pinkus has also served as a Council member of the McKinsey Global Institute – a highly-rated think tank that produces research and analysis on the economic and business issues most critical to the world.

“I am thrilled to join Bloom Energy’s Board of Directors,” said Pinkus. “Burgeoning growth in artificial intelligence and data centers showcases the unique moment in which Bloom finds itself to seize opportunity in the market – I am excited to help guide the company to deliver the energy solutions our world needs.”

Pinkus currently serves on the boards of Wake Forest University and US Ski and Snowboard. He is a prior member of the boards of San Francisco Opera, California Academy of Sciences, Menlo School, California Business Roundtable, Silicon Valley Leadership Group, ReSurge International (formerly Interplast), and the investment committee for the Woodside School Foundation. Pinkus earned a Bachelor of Arts degree in English and Quantitative Economics with Distinction from Stanford University and a Master of Business Administration with Distinction from Harvard Business School. He currently resides in Woodside, California with his wife.

Media

press@bloomenergy.com

Investors

Ed Vallejo

investor@bloomenergy.com

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Document Creation Date	Jun. 12, 2024
Entity Registrant Name	BLOOM ENERGY CORPORATION
Entity File Number	001-38598
Entity Tax Identification Number	77-0565408
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	95134
Entity Address, State or Province	CA
Entity Address, City or Town	San Jose,
Entity Address, Address Line One	4353 North First Street,
Local Phone Number	543-1500
City Area Code	(408)
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	BE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001664703