Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Annual Meeting of the Stockholders of Enphase Energy, Inc. (the "Company")
was held on May 19, 2021 in a virtual meeting format, pursuant to notice duly
given (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders
approved the 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan was
initially adopted by the Company's Board of Directors ("Board") in March 2021.
The terms of the 2021 Plan provide for the grant of incentive stock options;
nonstatutory stock options; stock appreciation rights; restricted stock awards;
restricted stock unit awards; performance stock awards; and other stock awards.
As a result of the approval by the stockholders of the 2021 Plan at the Annual
Meeting, no additional awards will be granted under the Company's 2011 Equity
Incentive Plan (the "2011 Plan"). The total number of shares of the Company's
common stock available for issuance under the 2021 Plan is (subject to
adjustment for certain changes in the Company's capitalization) comprised of:
(A) the sum of (i) 9,530,000 newly reserved shares of common stock and (ii)
5,256,517 Returning Shares (as defined below) as such shares become available
from time to time as set forth in the 2021 Plan; minus (B) the number of shares
subject to any award granted under the 2011 Plan after March 22, 2021 but prior
to the date of the Annual Meeting. "Returning Shares" means (i) shares subject
to any outstanding award granted under the 2011 Plan ("Prior Plan Award") that
on or following the date of the Annual Meeting are not issued because such Prior
Plan Award or any portion thereof expires or otherwise terminates without all of
the shares covered by such Prior Plan Award having been issued, or is settled in
cash; (ii) shares issued pursuant to a Prior Plan Award that on or following the
date of the Annual Meeting are forfeited back to or repurchased by the Company
because of a failure to vest; or (iii) shares that on or following the date of
the Annual Meeting are reacquired or withheld (or not issued) by the Company to
satisfy the purchase price of, or a tax withholding obligation in connection
with, a Prior Plan Award that is a Full Value Award (as defined in the 2021
Plan). Eligible participants under the 2021 Plan include the Company's employees
(including the Company's executive officers), directors, and consultants.
A more detailed summary of the material features of the 2021 Plan, including the
terms of awards that may be granted thereunder, is set forth in the Company's
definitive proxy statement for the Annual Meeting filed with the Securities and
Exchange Commission on April 7, 2021 (the "Proxy Statement"). That summary and
the foregoing description are qualified in their entirety by reference to the
text of the 2021 Plan, a copy of which is incorporated by reference as Exhibit
10.1 hereto.


Item 5.03.  Amendments to Articles of Incorporation or Bylaws.
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 200,000,000
shares to 300,000,000 shares. The amendment was effected by filing the
Certificate of Amendment with the Secretary of State of the State of Delaware on
May 19, 2021.
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 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 22,
2021, the record date for the Annual Meeting, 135,596,126 shares of Common Stock
of the Company were outstanding and entitled to vote at the Annual Meeting, of
which 108,448,344 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
Badrinarayanan Kothandaraman and Joseph Malchow were elected as directors to
hold office until the 2024 Annual Meeting of Stockholders by the following vote:
            Nominee                  Votes For       Votes Withheld        Broker Non-Votes
Badrinarayanan Kothandaraman         86,242,392         2,436,046             19,769,906
Joseph Malchow                       83,308,517         5,369,921             19,769,906

In addition to the directors elected above, Steven J. Gomo, Benjamin Kortlang, Richard Mora, Jamie Haenggi and Thurman John Rodgers continue to serve as directors after the Annual Meeting.

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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
 82,284,852         6,255,085           138,501             19,769,906



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 200,000,000
shares to 300,000,000 shares has been approved by the following vote:

Votes For Votes Against Abstentions


 104,006,388         4,260,547           181,409

Proposal 4: Approval of the Enphase Energy, Inc. 2021 Equity Incentive Plan The stockholder proposal requesting approval of the 2021 Enphase Energy, Inc. Equity Incentive Plan has been approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes


 82,214,275         6,315,517           148,646             19,769,906


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, 2021 was ratified by the following vote:

Votes For Votes Against Abstentions


 107,619,104          612,140            217,100


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    .  (1)
       10.1                2021 Equity Incentive Plan and forms of

agreement thereunder .(2)


       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document)




(1)Previously filed as Exhibit 4.5 to the Registrant's Registration Statement on
Form S-8, filed with the SEC on May 19, 2021, and incorporated by reference
herein.
(2)Previously filed as Exhibit 99.1 to the Registrant's Registration Statement
on Form S-8, filed with the SEC on May 19, 2021, and incorporated by reference
herein.

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