Form 8-K - Current report

0001772695false00017726952024-12-122024-12-12

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): December 12, 2024

_______________________________________________________________________________

Sunnova Energy International Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________

Delaware

001-38995

30-1192746

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

20 East Greenway Plaza, Suite 540

Houston, Texas 77046

(Address, including zip code, of principal executive offices)

[phone]

(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):

☐			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			NOVA			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. ☐

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

On December 6, 2024, Nora Brownell notified Sunnova Energy International Inc. (the "Company") of her resignation as a Class II director of the Board of Directors (the "Board") of the Company and Chair and member of the Compensation and Human Capital Committee effective December 31, 2024. Ms. Brownell’s resignation was for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On May 15, 2024, Mr. Brownell was awarded 24,948 restricted stock units (the "2024 RSU Award") as compensation for her service on the Company's Board of Directors. Under its terms, the 2024 RSU Award was scheduled to vest one year from the date of grant subject to the grantee's continued service on the Board.

On December 10, 2024, in recognition of Ms. Brownell’s long-standing and dedicated service on the Board, including time spent in service for 2024, the Compensation and Human Capital Committee in consultation with the Nominating, Governance and Sustainability Committee recommended to the Board and the Board approved to accelerate the vesting of a pro-rata portion of the 2024 RSU Award. The pro-rata portion was calculated based upon the number of days Ms. Brownell served on the Board in 2024 from the grant date of the award through her last day of service on the Board over 365 (or 15,789 restricted stock units, rounding to the nearest whole number), effective as of December 31, 2024, with the remainder of the 2024 RSU Award (or 9,159 restricted stock units) terminating and being forfeited.

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SIGNATURE

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.

			SUNNOVA ENERGY INTERNATIONAL INC.
Date: December 12, 2024			By:			/s/ David Searle
						David Searle
						Executive Vice President, General Counsel and Chief Compliance Officer

Cover Page Document	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2024
Entity Registrant Name	Sunnova Energy International Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38995
Entity Tax Identification Number	30-1192746
Entity Address, Address Line One	20 East Greenway Plaza, Suite 540
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77046
City Area Code	281
Local Phone Number	892-1588
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	NOVA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001772695
Amendment Flag	false

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