Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________

FORM 8-K

_______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 21, 2024 (May 15, 2024)

_______________________________________________________________________________

Sunnova Energy International Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________

Delaware

001-38995

30-1192746

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

20 East Greenway Plaza, Suite 540

Houston, Texas 77046

(Address, including zip code, of principal executive offices)

(281) 892-1588

(Registrant's telephone number, including area code)

_______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share	NOVA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At the 2024 Annual Meeting of Stockholders of Sunnova Energy International Inc. (the "Company") held on May 15, 2024 (the "Annual Meeting"), the stockholders voted on the following matters:

•Election of two Class II director nominees;

•Approval, in a non-binding advisory vote, of the compensation of the Company's named executive officers;

•Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public firm for fiscal year 2024;

•Approval of an amendment and restatement to the Company's Second Amended and Restated Certificate of Incorporation to remove the conditionality of the exclusive forum provision; and

•Approval of an amendment and restatement to the Company's Second Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law.

No other matters were presented for a vote at the Annual Meeting. As of the record date, March 18, 2024, there were 123,840,985.00 shares of common stock outstanding and entitled to vote at the meeting. The holders of a total of 97,636,221.52 shares of common stock were present in person or by proxy at the Annual Meeting. A quorum being present, the voting results for the matters above are as follows:

1.Election of Directors.


NAME	FOR	WITHHELD	BROKER NON-VOTES
Nora Mead Brownell	47,249,515.52	33,394,742.00	16,991,964.00
C. Park Shaper	79,033,477.52	1,615,475.00	16,987,269.00

Each of the nominees was elected for a three-year term.

2. Approval, in a non-binding advisory vote, of the compensation of the Company's named executive officers.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
63,428,353.15	17,137,973.37	82,626.00	16,987,269.00

The compensation of the Company's named executive officers was approved.

3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024.


FOR	AGAINST	ABSTAIN
97,410,339.52	194,154.00	31,728.00

The appointment of PricewaterhouseCoopers LLP was ratified.

4. Approval of an amendment and restatement to the Company's Second Amended and Restated Certificate of Incorporation to remove the conditionality of the exclusive forum provision.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
79,545,360.52	908,181.00	195,411.00	16,987,269.00

The proposal to amend and restate the Company's Second Amended and Restated Certificate of Incorporation to remove the conditionality of the exclusive forum provision did not receive the affirmative vote of at least sixty-six and two-thirds percent of the shares of common stock entitled to vote on the proposal and accordingly did not pass.

5. Approval of an amendment and restatement to the Company's Second Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
65,990,378.52	14,410,781.00	247,793.00	16,987,269.00

The proposal to amend and restate the Company's Second Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law did not receive the affirmative vote of at least sixty-six and two-thirds percent of the shares of common stock entitled to vote on the proposal and accordingly did not pass.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SUNNOVA ENERGY INTERNATIONAL INC.

Date: May 21, 2024	By:	/s/ Margaret C. Fitzgerald
		Margaret C. Fitzgerald
		Senior Vice President, Deputy General Counsel and Secretary

Cover Page Document	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	Sunnova Energy International Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38995
Entity Tax Identification Number	30-1192746
Entity Address, Address Line One	20 East Greenway Plaza, Suite 540
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77046
City Area Code	281
Local Phone Number	892-1588
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NOVA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001772695
Amendment Flag	false