SUNRUN INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders. Sunrun Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting") on June 2, 2020 via a virtual-only meeting format. The stockholders considered three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2020. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

Proposal 1: Election of three nominees to serve as Class II directors until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were cast as follows:

  Name of Director    Votes For    Votes Withheld     Broker Non-Votes
    Leslie Dach       66,709,983     13,230,710          14,329,403
   Edward Fenster     64,593,366     15,347,327          14,329,403
    Mary Powell       34,706,413     45,234,280          14,329,403

Leslie Dach, Edward Fenster and Mary Powell were duly elected as Class II directors.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes were cast as follows:

 Votes For     Votes Against     Abstain     Broker Non-Votes
 93,938,546       273,169        58,381             0

The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2020.

Proposal 3: Advisory Vote on the Compensation of Named Executive Officers. The
votes were cast as follows:

 Votes For     Votes Against     Abstain     Broker Non-Votes
 77,290,957      2,558,338       91,398         14,329,403

On an advisory basis, the compensation of the Company's named executive officers as set forth in the proxy statement was approved by the stockholders.

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