Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The (i) adoption of that certain Plan of Merger, dated as of
by and betweenTerraForm Power andTerraForm Power NY Holdings, Inc. , a wholly owned subsidiary ofTerraForm Power ("TerraForm New York"), pursuant to whichTerraForm Power will merge with and into TerraForm New York, with TerraFormNew York as the surviving corporation of such merger (the "Reincorporation Merger"), and (ii) approval of (x) that certain Agreement and Plan of Reorganization, dated as ofMarch 16, 2020 (as the same may be amended from time to time, the "Reorganization Agreement"), by and among Brookfield Renewable Partners L.P. ("BEP"), Brookfield Renewable Corporation ("BEPC"), 2252876 Alberta ULC, a wholly owned subsidiary of BEP ("Acquisition Sub"),TerraForm Power and TerraForm New York, pursuant to which the Reincorporation Merger will occur and, immediately thereafter, (a) pursuant to a binding share exchange, BEPC will acquire each share of TerraForm New York's class B common stock, par value$0.01 , that is issued and outstanding after the effective time of the Reincorporation Merger in exchange for BEPC class A exchangeable subordinate voting shares, no par value, (the "BEPC Share Exchange") and (b) pursuant to a binding share exchange, Acquisition Sub will acquire each share of TerraForm New York's class C common stock, par value$0.01 , that is issued and outstanding after the effective time of the Reincorporation Merger in exchange for non-voting limited partnership units of BEP (together with the Reincorporation Merger and the BEPC Share Exchange, the "Transactions") and (y) the Transactions (such proposal, the "Merger Proposal"):
The voting results of the total outstanding shares of TerraForm Power Class A common stock entitled to vote on the Merger Proposal are as follows:
For Against Abstentions Broker Non-Votes 204,661,742 363,679 165,293 10,714,633
The voting results of the total outstanding shares of TerraForm Power Class A common stock entitled to vote on the Merger Proposal that are not owned, directly or indirectly, by BEP or its affiliates are as follows:
For Against Abstentions Broker Non-Votes 65,030,076 363,679 165,293 10,714,633
2. The election of seven directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified, subject to his or her earlier resignation or removal (including in connection with the completion of the Transactions) or death: Nominee For Against Abstentions Broker Non-Votes Brian Lawson 177,022,729 27,985,255 182,727 10,714,636
Sachin Shah 178,326,938 26,783,262 191,375 10,714,637 2
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3. The ratification of the appointment of
independent registered public accounting firm for 2020: For Against Abstentions Broker Non-Votes 214,714,207 941,592 249,548 *
* No broker non-votes arose in connection with Proposal No. 3 due to the fact
that the matter was considered a routine matter under
4. The ratification, on a non-binding, advisory basis, of the compensation paid
to the Company's named executive officers:
For Against Abstentions Broker Non-Votes 164,338,774 40,627,506 224,426 10,714,641
As a result of the foregoing votes, (i) the Merger Proposal was approved, (ii)
each of
Item 8.01. Other Events.
On
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in this Current Report on Form 8-K and the press release attached as an exhibit hereto, this Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Joint press release, datedJuly 29, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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