Item 5.07. Submission of Matters to a Vote of Security Holders
At a virtual special meeting of the stockholders of Vivint Solar, Inc., a
Delaware corporation ("Vivint Solar") held on October 1, 2020 (the "Vivint Solar
virtual special meeting"), Vivint Solar's stockholders voted on the proposals
set forth below relating to the previously announced acquisition of Vivint Solar
by Sunrun Inc., a Delaware corporation ("Sunrun"), pursuant to the Agreement and
Plan of Merger (the "merger agreement"), dated as of July 6, 2020, by and among
Sunrun, Vivint Solar and Viking Merger Sub, Inc., a Delaware corporation and
direct wholly owned subsidiary of Sunrun ("Merger Sub"), pursuant to which
Merger Sub will merge with and into Vivint Solar, with Vivint Solar continuing
as the surviving corporation (the "merger"). The proposals are described in
detail in the definitive joint proxy statement/prospectus filed by Vivint Solar
with the SEC on September 2, 2020 and first mailed to Vivint Solar's
stockholders on September 2, 2020. The final voting results regarding each
proposal are set forth below. There were 125,866,872 shares of Vivint Solar
common stock outstanding and entitled to vote as of the close of the business on
August 31, 2020, the record date for the Vivint Solar virtual special meeting,
and 104,410,388 shares of Vivint Solar common stock were represented in person
or by proxy at the Vivint Solar virtual special meeting, which number
constituted a quorum.
Proposal 1: Adoption of the Merger Agreement.
Vivint Solar's stockholders approved the proposal to adopt the merger agreement
(the "Vivint Solar merger proposal"). The Vivint Solar merger proposal was
approved by the Vivint Solar stockholders by the votes set forth in the table
below:
For Against Abstain Broker Non-Votes
104,264,379 30,433 115,576 -
Proposal 2: Vivint Solar Merger-Related Compensation.
Vivint Solar's stockholders approved, on a non-binding, advisory basis, certain
compensation that will or may be paid by Vivint Solar to certain of its named
executive officers that is based on or otherwise relates to the merger
contemplated by the merger agreement (the "Vivint Solar merger-related
compensation proposal"). The Vivint Solar merger-related compensation proposal
was approved by the Vivint Solar stockholders by the votes set forth in the
table below:
For Against Abstain Broker Non-Votes
101,962,228 2,244,523 203,637 -
Proposal 3: Adjournment of the Vivint Solar Virtual Special Meeting.
In connection with the Vivint Solar virtual special meeting, Vivint Solar also
solicited proxies with respect to a proposal to adjourn the Vivint Solar virtual
special meeting, if necessary or appropriate, to solicit additional proxies in
the event there are not sufficient votes at the time of the Vivint Solar virtual
special meeting to approve the Vivint Solar merger proposal. The adjournment
proposal was not submitted to Vivint Solar's stockholders for approval at the
Vivint Solar virtual special meeting because the Vivint Solar merger proposal
considered at the Vivint Solar virtual special meeting has been approved at the
Vivint Solar virtual special meeting.
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Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
statements based upon or relating to Sunrun's and Vivint Solar's expectations or
predictions of future financial or business performance or conditions.
Forward-looking statements generally relate to future events or future financial
or operating performance. In some cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "would," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential," "will be,"
"will likely result" or "continue" or the negative of these words or other
similar terms or expressions that concern our expectations, strategy, plans or
intentions. Forward-looking statements may include, but are not limited to,
statements concerning the expected benefits of the transaction; cost synergies
and opportunities resulting from the transaction; Sunrun's leadership position
in the industry; the availability of rebates, tax credits and other financial
incentives including solar renewable energy certificates, or SRECs, and federal
and state incentives; regulations and policies related to net metering and
interconnection limits or caps and decreases to federal solar tax credits;
determinations by the Internal Revenue Service of the fair market value of
Sunrun's and Vivint Solar's solar energy systems; changes in regulations,
tariffs and other trade barriers and tax policy; the retail price of
utility-generated electricity or electricity from other energy sources; federal,
state and local regulations and policies governing the electric utility industry
and developments or changes with respect to such regulations and policies; the
ability of Sunrun and Vivint Solar to manage their supply chains (including the
availability and price of solar panels and other system components and raw
materials) and distribution channels and the impact of natural disasters and
other events beyond their control; the ability of Sunrun and Vivint Solar and
their industry to manage recent and future growth, product offering mix, and
costs (including, but not limited to, equipment costs) effectively, including
attracting, training and retaining sales personnel and solar energy system
installers; Sunrun's and Vivint Solar's strategic partnerships and expected
benefits of such partnerships; the sufficiency of Sunrun's and Vivint Solar's
cash, investment fund commitments and available borrowings to meet anticipated
cash needs; the need and ability of Sunrun and Vivint Solar to raise capital,
refinance existing debt and finance their respective obligations and solar
energy systems from new and existing investors; the potential impact of interest
rates on Sunrun's and Vivint Solar's interest expense; the course and outcome of
litigation and investigations and the ability of Sunrun and Vivint Solar to
consummate the transactions contemplated by the definitive transaction agreement
in a timely manner or at all. These statements are not guarantees of future
performance; they reflect Sunrun's and Vivint Solar's current views with respect
to future events and are based on assumptions and estimates and subject to known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from
expectations or results projected or implied by forward-looking statements.
These risks include, but are not limited to: the occurrence of any event, change
or other circumstances that could give rise to the termination of the definitive
transaction agreement or the failure to satisfy the closing conditions; the
possibility that the consummation of the proposed transactions is delayed or
does not occur, including the failure of the parties' stockholders to approve
the proposed transactions; uncertainty regarding the timing of the receipt of
required regulatory approvals for the merger and the possibility that the
parties may be required to accept conditions that could reduce or eliminate the
anticipated benefits of the merger as a condition to obtaining regulatory
approvals or that the required regulatory approvals might not be obtained at
all; the outcome of any legal proceedings that have been or may be instituted
against the parties or others following announcement of the transactions
contemplated by the definitive transaction agreement; challenges, disruptions
and costs of closing, integrating and achieving anticipated synergies, or that
such synergies will take longer to realize than expected; risks that the merger
and other transactions contemplated by the definitive transaction agreement
disrupt current plans and operations that may harm the parties' businesses; the
amount of any costs, fees, expenses, impairments and charges related to the
merger; uncertainty as to the effects of the announcement or pendency of the
merger on the market price of the parties' respective common stock and/or on
their respective financial performance; uncertainty as to the long-term value of
Sunrun's and Vivint Solar's common stock; the ability of Sunrun and Vivint Solar
to raise capital from third parties to grow their business; any rise in interest
rates which would increase the cost of capital; the ability to meet covenants in
investment funds and debt facilities; the potential inaccuracy of the
assumptions employed in calculating operating metrics; the failure of the energy
industry to develop to the size or at the rate Sunrun and Vivint Solar expect;
and the inability of Sunrun and Vivint Solar to finance their solar service
offerings to customers on an economically viable basis. These risks and
uncertainties may be amplified by the ongoing COVID-19 pandemic, which has
caused significant economic uncertainty and negative impacts on capital and
credit markets. The extent to which the COVID-19 pandemic impacts Sunrun's and
Vivint Solar's businesses, operations, and financial results, including the
duration and magnitude of such effects, will depend on numerous factors, many of
which are unpredictable, including, but not limited to, the duration and spread
of the pandemic, its severity, the actions to contain the pandemic or treat its
impact, and how quickly and to what extent normal economic and operating
conditions can resume.
Unless required by federal securities laws, Sunrun and Vivint Solar assume no
obligation to update any of these forward-looking statements, or to update the
reasons actual results could differ materially from those anticipated, to
reflect circumstances or events that occur after the statements are made. Given
these uncertainties, investors should not place undue reliance on these
forward-looking statements. Investors should read this document with the
understanding that Sunrun's and Vivint Solar's actual future results may be
materially different from what Sunrun and Vivint Solar expect. Sunrun and Vivint
Solar qualify all of their forward-looking statements by these cautionary
statements.
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