Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2022, Julien Pouget resigned from the Board of Directors (the
"Board") of SunPower Corporation, a Delaware corporation (the "Company"), and on
January 19, 2022, the Board appointed Vincent Stoquart to serve as a member of
the Board. Mr. Pouget had served as a designee of TotalEnergies Solar INTL SAS
("TotalEnergies Solar," an affiliate of TotalEnergies SE or "TotalEnergies"),
pursuant to the Affiliation Agreement (the "Affiliation Agreement"), dated April
28, 2011, as amended, between TotalEnergies Solar, TotalEnergies Gaz &
Electricité Holdings SAS ("TotalEnergies Gaz"), and the Company, and Mr.
Stoquart is replacing Mr. Pouget as TotalEnergies Solar's designee on the Board.
Mr. Stoquart is a Class II director, to serve until the Company's annual meeting
of stockholders to be held in 2022.
Mr. Stoquart has served as senior vice president, Refining and Petrochemicals
Americas, and president and chief executive officer of Total Petrochemicals &
Refining USA, Inc. since October 1, 2019. He is also the country chair for
TotalEnergies in the United States, based in Houston, Texas. Prior to that, Mr.
Stoquart served as senior vice president, Polymers, of Total Refining &
Chemicals in Brussels, Belgium. From 2012 to 2017, Mr. Stoquart managed
TotalEnergies's Flanders Refinery in Dunkirk, France, before joining Total
Global Services where he became president, Total Learning Solutions. Mr.
Stoquart began his career with TotalEnergies in 1998 as an engineering project
manager at the Feluy Polymers Plant in Belgium, working as a production manager
in various positions from 2002 to 2009 before being appointed as human resources
and communications manager of the Feluy Plant in 2018. Mr. Stoquart graduated as
a mechanical engineer from the Catholic University of Louvain, Belgium. He also
has a diploma in aeronautics and aerospace from the von Karman Institute for
Fluid Dynamics.
In addition, Patrick Wood III has notified the Board of his intent to resign as
a member of the Board effective March 31, 2022, pursuant to Amendment No. 6 to
the Affiliation Agreement (the "Amendment"), dated as of October 29, 2021, by
and among the Company, TotalEnergies Solar, and TotalEnergies Gaz. The Amendment
provided for the extension of certain temporary adjustments to the composition
of the Company's Board previously effected via Amendment No. 5 to the
Affiliation Agreement, including (i) maintaining the size of the Board at 11
directors through March 31, 2022; and (ii) providing that, on March 31, 2022,
(A) one of the Disinterested Directors (as such term is defined in the
Affiliation Agreement), in consultation with the Nominating and Corporate
Governance Committee of the Board (the "Governance Committee"), shall resign
from his or her position on the Board, (B) TotalEnergies Solar shall as promptly
as practicable cause one of its designated members to resign from the Board, and
(C) the Board shall take all necessary action to reduce the size of the Board to
nine directors. In keeping with the Amendment, the Company also expects one
TotalEnergies Solar designee, determined in consultation with the Governance
Committee, to resign from the Board on March 31, 2022.
Item 8.01 Other Events.
On January 25, 2022, the Company issued a press release detailing changes to its
Board composition. A copy of the press release is attached as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 I nvestor release dated January 2 5 , 2022
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