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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 Earliest Event Reported): October 26, 2023
_______________________________________

STEM, INC.

(Exact name of registrant as specified in its charter)
_______________________________________

Delaware001-3945585-1972187
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
100 California St., 14th Fl, San Francisco, California 94111
(Address of principal executive offices including zip code)
1-877-374-7836
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. below):
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, par value $0.0001STEMNew 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. ☐


2




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On October 26, 2023, the Board of Directors (the “Board”) of Stem, Inc. (the “Company”), on recommendation of the Nominating, Governance and Sustainability Committee of the Board (the “NGS Committee”), appointed Mr. Ira Birns to the Board as a Class II director, effective November 6, 2023. Also on recommendation of the NGS Committee, the Board appointed Mr. Birns to be chairman of the Audit Committee of the Board (the “Audit Committee”), effective as of that date.

Mr. Birns holds a Bachelor of Business Administration in Public Accounting from Hofstra University and is a Certified Public Accountant and Certified Treasury Professional. He has extensive experience in management, finance and accounting from serving as a senior finance executive at large publicly-traded multinational corporations.

The Board has determined that Mr. Birns satisfies the requirements to serve on the Audit Committee, including the applicable rules and regulations of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, and that he qualifies as an “audit committee financial expert” under the applicable rules of the Securities and Exchange Commission (the “SEC”). The Board also determined that neither Mr. Birns nor any of his immediate family members has a direct or indirect material interest in any transaction in which the Company was or is to be a participant and that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Birns is expected to enter into a standard indemnification agreement in substantially the same form that the Company has entered into with its other non-employee directors, the form of which was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023. As a non-employee director, Mr. Birns will receive pro-rated compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its definitive proxy statement on Schedule 14A filed with the SEC on April 21, 2023. The Board also approved a pro-rated grant of 13,836 restricted stock units to Mr. Birns, which will vest in full on June 7, 2024.

Item 7.01
Regulation FD Disclosure.
The Company’s press release announcing the appointment of Mr. Birns is furnished as Exhibit 99 to this Current Report on Form 8-K.


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as part of this Report:
SIGNATURES

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.
3


STEM, INC.
Date: November 6, 2023
By:/s/ Saul R. Laureles
Name:Saul R. Laureles
Title:Chief Legal Officer and Corporate Secretary
_____________________________________________________________________________________________
4



EXHIBIT 99
STEM ANNOUNCES APPOINTMENT OF
NEW INDEPENDENT DIRECTOR
SAN FRANCISCO – October 31, 2023 – Stem, Inc. (NYSE: STEM), a global leader in artificial intelligence (AI)-driven clean energy software and services, today announced the appointment of Ira M. Birns to the Company’s Board of Directors (the “Board”), effective November 6, 2023. In connection with his appointment to the Board, Mr. Birns will also Chair the Audit Committee of the Board.
Mr. Birns has extensive experience in management, finance and accounting from serving as a senior finance executive at large publicly-traded multinational corporations, as well as significant experience in mergers & acquisitions, capital markets, investor relations and in the energy sector, including renewable fuels and power.
Mr. Birns is the Executive Vice President and Chief Financial Officer of World Kinect Corporation (f/k/a World Fuel Services Corporation), a Fortune 100 global energy management company providing energy procurement and related services, a position he has held since 2007. For nearly two decades prior to that, Mr. Birns held various leadership positions, including Vice President and Treasurer, at Arrow Electronics, Inc., a Fortune 250 global provider of technology products, services and solutions.
David Buzby, Chairman of the Board of Stem, said: “On behalf of the Board, I am excited to welcome Ira to Stem. Ira is an accomplished executive with broad experience in finance, operations and technology management in energy services and the board will also benefit from his strong capability and experience in Chairing the Audit Committee.”
Ira M. Birns added: “Joining Stem’s Board of Directors is a privilege and I am excited to be part of a company dedicated to harnessing the power of AI for sustainable energy solutions. I look forward to the journey ahead for Stem and my role on the Board in support of its continued success.”
Mr. Birns holds a Bachelor of Business Administration in Public Accounting from Hofstra University and is a Certified Public Accountant and Certified Treasury Professional.
About Stem
Stem provides clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios. Stem’s leading AI-driven enterprise software platform, Athena® enables organizations to deploy and unlock value from clean energy assets at scale. Powerful applications, including AlsoEnergy’s PowerTrack, simplify and optimize asset management and connect an ecosystem of owners, developers, assets, and markets. Stem also offers integrated partner solutions that can improve returns across energy projects, including storage, solar, and EV fleet charging. For more information, visit www.stem.com.
###




Contacts
Stem Investor Contacts
Ted Durbin, Stem
Marc Silverberg, ICR
IR@stem.com

Media Contact
Suraya Akbarzad, Stem
press@stem.com

Source: Stem, Inc.









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Cover
Oct. 26, 2023
Cover [Abstract]  
Document Period End Date Oct. 26, 2023
Document Type 8-K
Entity Registrant Name STEM, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39455
Entity Tax Identification Number 85-1972187
Entity Address, Address Line One 100 California St.
Entity Address, Address Line Two 14th Fl
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94111
City Area Code 877
Local Phone Number 374-7836
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Title of 12(b) Security Common stock, par value $0.0001
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Entity Emerging Growth Company false
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Entity Central Index Key 0001758766

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