UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 29, 2020

GRAPHIC
TerraForm Power, Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-36542
46-4780940
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I. R. S. Employer Identification No.)

200 Liberty Street, 14th Floor, New York, New York 10281
(Address of principal executive offices, including zip code)

646-992-2400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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:

☐
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
Name of each exchange on which registered
Common Stock, Class A, par value $0.01
TERP
Nasdaq Global Select Market

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.

On July 29, 2020, TerraForm Power, Inc. (“TerraForm Power”, “TERP” or the “Company”) held its annual meeting of stockholders for 2020 (the “2020 Annual Meeting”). Set forth below is a brief description of each matter voted upon at the 2020 Annual Meeting and the voting results with respect to each matter.

1.
The (i) adoption of that certain Plan of Merger, dated as of March 16, 2020 , by and between TerraForm Power and TerraForm Power NY Holdings, Inc., a wholly owned subsidiary of TerraForm Power (“TerraForm New York”), pursuant to which TerraForm Power will merge with and into TerraForm New York, with TerraForm New 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 of March 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
Carolyn Burke
163,970,187
40,670,596
549,929
10,714,636
Christian S. Fong
156,831,758
47,822,354
536,599
10,714,635
Harry Goldgut
166,414,182
38,591,770
184,758
10,714,636
Richard Legault
178,210,755
26,792,833
187,120
10,714,637
Mark McFarland
156,840,636
47,782,045
568,029
10,714,639
Sachin Shah
178,326,938
26,783,262
191,375
10,714,637

2
3.
The ratification of the appointment of Ernst & Young LLP as the Company’s 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 New York Stock Exchange rules.

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 Ms. Burke and Messrs. Lawson, Fong, Goldgut, Legault, McFarland and Shah was elected to serve as a director until the next annual meeting of stockholders of the Company and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal (including in connection with the completion of the Transactions) or death, (iii) the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020 was ratified, and (iv) the compensation paid to the Company’s named executive officers was ratified, on a non-binding, advisory basis.  Stockholder action on Proposal No. 5, to approve the adjournment of the 2020 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve the Merger Proposal, was not required and no vote was taken on that proposal.

Item 8.01.
Other Events.

On July 29, 2020, BEP, BEPC and the Company issued a joint press release announcing the anticipated closing of the transactions contemplated by the Reorganization Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

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
Joint press release, dated July 29, 2020
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

3
SIGNATURES

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

 
TERRAFORM POWER, INC.
   
Date: July 29, 2020
By:
/s/ William Fyfe
 
Name:
William Fyfe
 
Title:
General Counsel


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