Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The Annual Meeting of the Stockholders of the Enphase Energy, Inc. (the "Company") was held on May 20, 2020 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved and adopted the Certificate of Amendment (the "Certificate of Amendment"), of the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the total number of authorized shares of the Company's common stock from 150,000,000 shares to 200,000,000 shares. The amendment was effected by filing the Certificate of Amendment with the Secretary of State of the State of Delaware on May __, 2020. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

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 ("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 23, 2020, the record date for the Annual Meeting, 123,850,901 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 107,763,821 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 Benjamin Kortlang and Richard Mora were elected as directors to hold office until the 2023 Annual Meeting of Stockholders by the following vote:

Nominee Votes For Votes Withheld Broker Non-Votes Benjamin Kortlang 70,277,123 11,515,637 25,971,061 Richard Mora 81,069,899 722,861 25,971,061

In addition to the directors elected above, Steven J. Gomo, Badrinarayanan Kothandaraman, Joseph Malchow, and Thurman John Rodgers continue to serve as directors after the Annual Meeting.

Proposal 2: Advisory Vote on the Compensation of Named Executive Officers The compensation of Enphase's named executive officers has been approved, on an advisory basis by the following vote: Votes For Votes Against Abstentions Broker Non-Votes 80,431,902 1,166,248 194,610 25,971,061

Proposal 3: Approval of Certificate of Amendment The amendment to the Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 200,000,000 shares has been approved by the following vote:


 Votes For    Votes Against   Abstentions
104,429,342     3,021,270       313,209



Proposal 4: Stockholder Vote on Environmental, Social And Governance (ESG)
Performance
The stockholder proposal requesting the issuance of an annual sustainability
report describing the Company's ESG performance and describing the Company's
short- and long-term responses to ESG related issues has been approved by the
following vote:
Votes For    Votes Against   Abstentions   Broker Non-Votes
42,354,324    38,566,249       872,187        25,971,061

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Proposal 5: Ratification of Appointment of Deloitte & Touche LLP The selection by the Audit Committee of the Board of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the following vote:


 Votes For    Votes Against   Abstentions
107,002,360      555,412        206,049

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.


Exhibit
Number    Description
  3.1       Amendment to the Amended and Restated Certificate of Incorporation of
          Enphase Energy, Inc.
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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