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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TerraForm Power Inc | NASDAQ:TERP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.35 | 19.77 | 19.35 | 0 | 01:00:00 |
Delaware
|
001-36542
|
46-4780940
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I. R. S. Employer Identification No.)
|
☐
|
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))
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, Class A, par value $0.01
|
TERP
|
Nasdaq Global Select Market
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
1. |
The (i) adoption of that certain Plan of Merger, dated as of March 16, 2020 , by and between TerraForm Power and TerraForm Power NY Holdings, Inc., a wholly owned subsidiary of
TerraForm Power (“TerraForm New York”), pursuant to which TerraForm Power will merge with and into TerraForm New York, with TerraForm New York as the surviving corporation of such merger (the “Reincorporation Merger”), and (ii) approval of
(x) that certain Agreement and Plan of Reorganization, dated as of March 16, 2020 (as the same may be amended from time to time, the “Reorganization Agreement”), by and among Brookfield Renewable Partners L.P. (“BEP”), Brookfield Renewable
Corporation (“BEPC”), 2252876 Alberta ULC, a wholly owned subsidiary of BEP (“Acquisition Sub”), TerraForm Power and TerraForm New York, pursuant to which the Reincorporation Merger will occur and, immediately thereafter, (a) pursuant to a
binding share exchange, BEPC will acquire each share of TerraForm New York’s class B common stock, par value $0.01, that is issued and outstanding after the effective time of the Reincorporation Merger in exchange for BEPC class A
exchangeable subordinate voting shares, no par value, (the “BEPC Share Exchange”) and (b) pursuant to a binding share exchange, Acquisition Sub will acquire each share of TerraForm New York’s class C common stock, par value $0.01, that is
issued and outstanding after the effective time of the Reincorporation Merger in exchange for non-voting limited partnership units of BEP (together with the Reincorporation Merger and the BEPC Share Exchange, the “Transactions”) and (y) the
Transactions (such proposal, the “Merger Proposal”):
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
204,661,742
|
363,679
|
165,293
|
10,714,633
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
65,030,076
|
363,679
|
165,293
|
10,714,633
|
2. |
The election of seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, subject to his or her earlier resignation or removal (including in connection with the completion of the Transactions) or death:
|
Nominee
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
Brian Lawson
|
177,022,729
|
27,985,255
|
182,727
|
10,714,636
|
Carolyn Burke
|
163,970,187
|
40,670,596
|
549,929
|
10,714,636
|
Christian S. Fong
|
156,831,758
|
47,822,354
|
536,599
|
10,714,635
|
Harry Goldgut
|
166,414,182
|
38,591,770
|
184,758
|
10,714,636
|
Richard Legault
|
178,210,755
|
26,792,833
|
187,120
|
10,714,637
|
Mark McFarland
|
156,840,636
|
47,782,045
|
568,029
|
10,714,639
|
Sachin Shah
|
178,326,938
|
26,783,262
|
191,375
|
10,714,637
|
3. |
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
214,714,207
|
941,592
|
249,548
|
*
|
4. |
The ratification, on a non-binding, advisory basis, of the compensation paid to the Company’s named executive officers:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
164,338,774
|
40,627,506
|
224,426
|
10,714,641
|
Item 8.01. |
Other Events.
|
Item 9.01 |
Financial Statement and Exhibits.
|
Exhibit No.
|
Description
|
Joint press release, dated July 29, 2020
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
TERRAFORM POWER, INC.
|
||
Date: July 29, 2020
|
By:
|
/s/ William Fyfe
|
Name:
|
William Fyfe
|
|
Title:
|
General Counsel
|
1 Year TerraForm Power Chart |
1 Month TerraForm Power Chart |
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