Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Restricted Stock Unit Award Agreement

On June 9, 2022, Sunlight Financial Holdings Inc. (the "Company") granted awards of restricted stock units ("RSUs") to the following non-employee members of the board of directors of the Company (the "Board"), as approved by the Board, subsequent to the recommendation and approval of the Compensation Committee: Jeanette Gorgas, Toan Huynh, Jennifer D. Nordquist, Philip Ryan, Kenneth Shea and Joshua Siegel. Each of the aforementioned Board members received 28,604 RSUs (the "RSU Awards").

Such RSU Awards were granted pursuant to the terms of the Notice of Restricted Stock Unit Award Agreement (the "Notice") and the Restricted Stock Unit Award Agreement (the "RSU Award Agreement"), forms of which are filed as Exhibits 10.1 and 10.2 attached hereto, as well as the 2021 Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the "Plan"). The RSU Awards will vest in full on the one-year anniversary of the grant date. RSUs awarded under the RSU Award Agreements will be subject to a risk of forfeiture until such time as the RSUs vest in accordance with the vesting schedule, and such awards will be settled following vesting by delivery to the recipient of shares of Class A Common Stock ("Common Stock") on a one-for-one basis. The recipient will be entitled to any dividend equivalents with respect to RSUs to reflect any dividends payable on underlying shares of Common Stock.

As previously disclosed in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 29, 2022, pursuant to the terms of the previously-approved Director Fee Agreements by and among the Company and each of (i) Mr. Emil W. Henry, Jr. and Tiger Infrastructure Partners LP ("Tiger"), on the one hand, and (ii) Brad Bernstein and FTV Management Company, L.P. ("FTV"), on the other hand, compensation to Tiger, for Mr. Henry's service on the Board, and to FTV, for Mr. Bernstein's service on the Board, will be comprised of an amount equal to the sum of (a) the cash portion of the director fees and (b) a cash payment equal to the fair market value of the equity award on the applicable vesting date, that in each case is otherwise payable to the members of the Board for their participation on the Board for the covered year.

The foregoing descriptions in this Item 5.02 are qualified in their entirety by reference to the full text of the form of Notice and RSU Award Agreement, the terms of which are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2022, at the Annual Meeting of Stockholders of the Company (the "Annual Meeting"), the Company's stockholders voted on the following items: (1) the election of three members of the Company's Board and (2) the ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for fiscal year 2022.

Proposal 1. Each of the three nominees for election to the Board was duly elected to serve as a director for a term of three years, until the 2025 annual meeting of stockholders, or until his or her successor is duly elected and qualified in accordance with the by-laws of the Company. The final results of the voting were as follows:



Name                    For        Withheld     Broker Non-Votes
Jeanette Gorgas      77,931,241    4,386,517       12,381,851
Kenneth Shea         77,864,055    4,453,703       12,381,851
Joshua Siegel        72,698,212    9,619,546       12,381,851

Proposal 2. The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for fiscal year 2022 was approved. The final results of the voting were as follows:



                     For         Against     Abstain     Broker Non-Votes
                  92,833,744    1,819,710    46,155             0


Item 9.01  Financial Statements and Exhibits.

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(d)  Exhibits

Exhibit Number          Description
      10.1†               Form of Director Notice of Restricted Stock Unit Award  .
      10.2†               Form of Director Restricted Stock Unit Award Agreement  .
       104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Indicates management contract or compensatory plan or arrangement.

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