Item 2.02 Results of Operations and Financial Condition.
On March 15, 2021, Shoals Technologies Group, Inc. (the "Company") issued a
press release announcing its financial results for the quarter and year ended
December 31, 2020. In the press release, the Company also announced that it
would be holding a conference call on March 15, 2021 to discuss its financial
results for the quarter and year ended December 31, 2020. The full text of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference. The transcript of the conference call is
attached hereto as Exhibit 99.2 to this Form 8-K.
The information set forth in this Item 2.02, including Exhibit 99.1 and 99.2,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2021, the Board of Directors of the Company increased the size of
the Board from eight to ten directors and filled the existing and newly created
vacancies by appointing, effective March 22, 2021, (i) Lori Sundberg as a Class
II director, with a term expiring at the Company's annual meeting of
stockholders in 2023, (ii) Toni Volpe as a Class I director, with a term
expiring at the Company's annual meeting of stockholders in 2022 and (iii) Ty
Daul as a Class I director, with a term expiring at the Company's annual meeting
of stockholders in 2022 (Ms. Sundberg, Mr. Volpe and Mr. Daul are collectively
referred to as the "New Directors"). The Board also appointed Ms. Sundberg to be
the chair of the Compensation Committee of the Board (the "Compensation
Committee") and a member of the Nominating and Governance Committee (the
"Nominating and Governance Committee") of the Board, effective March 22, 2021,
and concurrent with such appointments Peter Wilver will cease to be a member of
the Compensation Committee and Peter Jonna will cease to be a member of the
Nominating and Governance Committee. The Board also appointed Mr. Volpe and Mr.
Daul to be members of the Audit Committee of the Board (the "Audit Committee"),
effective March 22, 2021, and concurrent with such appointment Brad Forth and
Jason Lee will cease to be members of the Audit Committee. The Board has
determined that the New Directors are independent for purposes of serving on the
Board under the applicable rules of the Securities and Exchange Commission (the
"SEC") and Nasdaq.
Ms. Sundberg is Executive Vice President and Chief Human Resources Officer for
Western Digital Corporation, leading key global human resources initiatives and
people strategies. Ms. Sundberg has more than 30 years of experience in
developing and aligning HR strategy with business needs. She has led large
corporate initiatives focused on culture, organization effectiveness, diversity,
leadership development, merger and acquisition, and total rewards. Before
joining Western Digital, she served as SVP, Global Human Resources at Jacobs, a
global provider of technical, professional and construction services. Sundberg
has also served as SVP, Human Resources and Ethics at Arizona Public Services
Company, the largest electric utility in Arizona, and advanced through a series
of HR leadership roles at American Express. Ms. Sundberg holds a Bachelor of
Science degree in Business Management from Brigham Young University.
Mr. Volpe is Chief Executive Officer and Board Member of Falck Renewables
S.p.A., a global leader in the development, design, construction and management
of renewable energy plants and infrastructure. Under his leadership, the company
expanded geographically in Europe and the U.S. with growth in wind and solar
energy, and into the energy flexibility and efficiency sectors in Italy,
implementing a significant investment plan in both digital and physical assets.
Prior to Falck Renewables, Mr. Volpe served in various senior leadership
positions at Enel Green Power (EGP). As President and Chief Executive Officer of
EGP North America, Mr. Volpe led the company's portfolio diversification
geothermal, solar, mini-hydro, wind, and biomass, and built
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pipelines of projects in various technologies. Substantial growth in installed
capacity and gross margin allowed EGP NA to become a leading owner and operator
of renewable energy plants in the United States and Canada. He graduated magna
cum laude in Management, Economics and Industrial Engineering, at Polytechnic of
Milan and obtained his MBA from Columbia Business School.
Mr. Daul is Chief Executive Officer and a member of the Board of Directors of
Primergy Solar, a developer, owner and operator of both distributed and utility
scale solar PV and energy storage projects across North America. Prior to
Primergy, Mr. Daul served as Vice President of Canadian Solar's energy project
development business throughout North and South America and was President of
Recurrent Energy Group, a wholly owned subsidiary of Canadian Solar that
functions as the company's U.S. project development arm. In addition, Mr. Daul
served on the Board of 8point3 Energy Partners, the SunPower-First Solar
publicly traded Yieldco. Prior to joining SunPower, he co-founded Element Power
in 2009 and oversaw the company's wind and solar businesses in the Americas for
five years. With more than three decades of experience in the power generation
industry, Mr. Daul has been integrally involved in more than 8 GW of operating
renewable projects representing well over $11 billion of total investment. A
seasoned leader with an ability to execute complex transactions across diverse
technologies and teams, Ty's energy industry experience also includes seven
years at PPM Energy/Iberdrola Renewables, Entergy and Newport Generation. He was
on the Board of Directors of the Solar Energy Industries Association for nearly
three years and served on the Wind Solar Alliance Board for more than seven
years. He earned a B.S. in mechanical engineering from the University of
Washington and an MBA from Texas A&M University.
The New Directors will be compensated and reimbursed in accordance with the
Company's existing policies with respect to directors and committee members. The
Company will enter into indemnification agreements with each of the New
Directors in connection with their appointment to the Board. The indemnification
agreements will be substantially the same form as the indemnification agreement
for the other directors of the Company that was filed as Exhibit 10.5 to the
Company's Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on December 30, 2020. There are no other transactions with
the New Directors which would require disclosure under Item 404(a) of Regulation
S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Press Release issued by Shoals Technologies Group, Inc. dated March 15,
99.1 2021
99.2 Earnings release transcript dated March 15, 2021
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