Enphase Energy Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 14:14

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, Enphase Energy, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment and restatement to the Company's 2021 Equity Incentive Plan (the "2021 Plan") to increase the number of shares of the Company's common stock reserved for issuance thereunder by 2,000,000 shares.
The foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting were solicited by the Company's Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitations. As of March 19, 2026, the record date for the Annual Meeting, 131,783,945 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 104,505,305 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Jamie Haenggi, Benjamin Kortlang and Richard Mora were elected as directors to hold office until the 2029 Annual Meeting of Stockholders by the following vote:
Nominee Votes For Votes Withheld Broker Non-Votes
Jamie Haenggi 70,328,117 13,469,978 20,707,210
Benjamin Kortlang 36,219,753 47,578,342 20,707,210
Richard Mora 78,604,250 5,193,845 20,707,210
In addition to the directors elected above, Badri Kothandaraman, Steven J. Gomo, Joseph Malchow and Thurman John Rodgers, continue to serve as directors after the Annual Meeting.
Mr. Kortlang received the required plurality of votes to be elected to serve on the Board; however, he did not receive a majority of the votes cast. The Nominating and Corporate Governance Committee of the Board, excluding Mr. Kortlang, will review the matter and provide a recommendation to the full Board, which will also make its determination on the matter without Mr. Kortlang's participation, pursuant to the Company's Corporate Governance Guidelines. The Company will disclose the Board's decision and the rationale thereof in a Current Report on Form 8-K within ninety (90) days of the date of the Annual Meeting.
Proposal 2: Advisory Vote on the Compensation of Named Executive Officers
The compensation of the Company's named executive officers was approved, on an advisory basis, by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
76,051,038 7,560,943 186,114 20,707,210
Proposal 3: Approval of an amendment and restatement of the Enphase Energy, Inc. 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 2,000,000 shares
The amendment and restatement of the 2021 Plan was approved, on an advisory basis, by the following vote:
Votes For Votes Against Abstentions Broker Non-Votes
65,817,412 17,853,291 127,392 20,707,210
Proposal 4: Ratification of Appointment of Deloitte & Touche LLP
The selection of Deloitte & Touche LLP by the Audit Committee of the Board as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote:
Votes For Votes Against Abstentions
103,513,747 714,475 277,083
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