Sunrun Inc. (RUN)
NASDAQ: RUN · Real-Time Price · USD
12.74
-0.22 (-1.70%)
Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Jun 11, 2025

Jeanna Steele
Chief Legal and People Officer, Sunrun

Good morning, ladies and gentlemen. I am Jeanna Steele, Chief Legal Officer, Chief People Officer, and Corporate Secretary of Sunrun. It is a pleasure to welcome you to Sunrun's annual meeting of stockholders. I will act as Chairperson of this meeting. I have asked SunTrust Bank's Senior Vice President, Legal and Assistant Corporate Secretary, to record the minutes of this meeting. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge. We have designed this meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting. This meeting is being recorded and will be available via webcast on our website for the next 30 days.

Before proceeding further, let me introduce Mary Powell, our Chief Executive Officer; Paul Dickson, our President and Chief Revenue Officer; and Danny Abajian, our Chief Financial Officer, who are all with us virtually today. We also have Ed Fenster and Lynn Jurich, our Co-Executive Chairs; Alan Ferber, our Lead Independent Director; and the other members of our Board of Directors: Leslie Dach, Katherine August-deWilde, John Trinta, and Sonita Lontoh, as well as representatives from Ernst & Young, David Barringer, and Sam Wijesuriya. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules of the meeting, which are posted below the agenda. The annual meeting is being held in accordance with the company's bylaws and Delaware law. During the meeting, we will address the matters described in the company's proxy statement dated April 29th, 2025.

Balloting will be completed, an announcement will be made regarding the results, and then the meeting will be adjourned. To ask a question during the meeting, please click on the chat icon located on your screen. A dialog box will open at the bottom of the screen where you can then type your comment or question and then hit the submit icon to the right of a comment. During the meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. I have proof by affidavit that notice of this meeting has been duly given and that the notice of internet availability of proxy materials was mailed on or about April 29th, 2025, to all stockholders of record at the close of business on April 15th, 2025, the record date for the meeting.

The affidavit, together with copies of the notice of annual meeting, proxy statement, and proxy, will be filed with the minutes of the meeting. We have appointed Joseph McClelland, a representative of Broadridge, to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. We have present virtually or by proxy a sufficient number of shares to constitute a quorum, and the meeting is duly constituted, and we may proceed with business. Let me briefly describe the voting procedures. We will vote by proxy and by ballot. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date.

If you have previously turned in your proxy, or if you are attending this meeting and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you would like to vote now or change your vote, please click on the proxy voting link located on the left-hand side of your screen and then enter your 16-digit voter control number located on your notice or proxy card. The polls for each matter to be voted on at this meeting are now open. Turning now to the items to be voted on at this meeting, as indicated in the notice of meeting and the accompanying documents that were made available to stockholders, the first item of business is the election of three Class 1 directors.

The company's Board of Directors presently has eight members and is divided into three classes. At our 2023 annual meeting of stockholders, the stockholders voted to amend our amended and restated certificate of incorporation to phase out the classification of our Board of Directors over a three-year period such that beginning at the election of directors at the 2026 annual meeting of stockholders, all directors will be annually elected for a one-year term. There are currently three Class 1 directors, three Class 2 directors, and two Class 3 directors. At today's meeting, three Class 1 directors will be elected to a one-year term, and the three nominees receiving the highest number of votes of the shares present virtually or represented by proxy at this meeting and entitled to vote will be elected as directors.

Directors elected at today's meeting will hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Stockholders do not have the right to accumulate their votes in the election of directors. As indicated in the company's proxy statement, the following individuals are nominated by the Board of Directors for election as Class 1 directors: Lynn Jurich, Alan Ferber, and John Trinta, all of whom are currently serving as directors of the company. Pursuant to the notice of annual meeting and the proxy statement dated April 29th, 2025, the proxies solicited by the Board of Directors will be voted in favor of these three nominees. The second item of business is to vote on an advisory basis to approve the compensation of our named executive officers, Say-on-Pay.

The proxy statement for this meeting contains the text of the resolution that stockholders are asked to approve. The Board of Directors recommends that stockholders vote to approve our named executive officer compensation. The third item of business is to ratify the appointment of Ernst & Young as independent registered public accounting firm for the company for the year ending December 31, 2025. The Board of Directors recommends that stockholders vote in favor of this proposal, and the proxies solicited by the board will be voted in favor of this proposal. The fourth item of business is to approve the amendment and restatement of the Sunrun Inc 2015 Equity Incentive Plan. The Board of Directors recommends that stockholders vote in favor of this proposal, and the proxies solicited by the board will be voted in favor of this proposal.

The fifth item of business is to vote on an advisory basis to approve the frequency in which subsequent Say-on-Pay votes will be held. The Board of Directors recommends that stockholders vote for a one-year frequency for this proposal. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions pertaining to the proposals. There are no questions. We will now wait a moment to allow anyone wishing to vote to do so through the proxy voting link on the left-hand side of the screen. The polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted.

The proxies and ballots will be tabulated by the Inspector of Election. Our Inspector of Election has provided us with a report on the voting results, which we'd like to share. With regard to Proposal 1 pertaining to the election of directors, Lynn Jurich, Alan Ferber, and John Trinta all received sufficient affirmative votes to be elected to serve as Class 1 directors. With regard to Proposal 2, the resolution to approve on an advisory basis the compensation paid to the company's named executive officers has been approved. With regard to Proposal 3, the ratification of the appointment of Ernst & Young as independent registered public accounting firm for the company for the year ending December 31, 2025, has been ratified. With regard to Proposal 4, the resolution to approve of the amendment and restatement of the Sunrun Inc 2015 Equity Incentive Plan has been approved.

With regard to Proposal 5, the resolution to approve on an advisory basis a one-year frequency for the vote on the compensation paid to the company's named executive officers has been approved. These are the preliminary results of voting. The final count may vary following final examination of the proxies and ballots. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in our Form 8-K that will be filed with the SEC within four business days after this meeting. This annual meeting of stockholders is now adjourned. Thank you for your attendance.

Operator

This now concludes the meeting. Thank you for attending and have a wonderful rest of your day.

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