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    Complete Solaria Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/2/25 4:57:15 PM ET
    $SPWR
    Semiconductors
    Technology
    Get the next $SPWR alert in real time by email
    false 0001838987 0001838987 2025-05-29 2025-05-29 0001838987 SPWR:CommonStockParValue0.0001PerShareMember 2025-05-29 2025-05-29 0001838987 SPWR:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-05-29 2025-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 29, 2025

     

    Complete Solaria, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40117   93-2279786
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    45700 Northport Loop East, Fremont, CA   94538
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (510) 270-2507

     

    Not Applicable

    (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 obligations 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(s)   Name of each exchange on which registered
    Common Stock, par value $0.0001 per share   SPWR   The Nasdaq Global Market
             
    Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   SPWRW   The Nasdaq Capital 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.

     

    Complete Solaria, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on May 29, 2025. Set forth below are the final results of the voting with respect to each matter acted upon at the 2025 Annual Meeting of Stockholders. The proposals are described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2025.

     

    Proposal 1 - Election of directors

     

    The stockholders duly elected each of Thurman J. Rodgers, Antonio R. Alvarez, William J. Anderson, Adam Gishen, Jamie Haenggi, Chris Lundell, Lothar Maier, J. Daniel McCranie, Ronald Pasek, Tidjane Thiam, and Devin Whatley to serve as directors of the Company until the 2026 annual meeting of stockholders.

    NOMINEE  VOTES FOR   WITHHELD   BROKER NON-VOTES 
    Thurman J. Rodgers   37,417,857    54,750    11,620,878 
    Antonio R. Alvarez   37,289,858    182,749    11,620,878 
    William J. Anderson   37,272,846    199,761    11,620,878 
    Adam Gishen   36,202,379    1,270,228    11,620,878 
    Jamie Haenggi   37,414,702    57,905    11,620,878 
    Chris Lundell   36,010,722    1,461,885    11,620,878 
    Lothar Maier   37,402,675    69,932    11,620,878 
    J. Daniel McCranie   37,433,616    38,991    11,620,878 
    Ronald Pasek   35,743,345    1,729,262    11,620,878 
    Tidjane Thiam   36,165,986    1,306,621    11,620,878 
    Devin Whatley   37,348,221    124,386    11,620,878 

     

    Proposal 2 – Ratification of the selection of independent registered public accounting firm

     

    The stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025.

     

    VOTES FOR   VOTES AGAINST   ABSTAIN   BROKER NON-VOTES 
     48,912,761    135,265    45,459    — 

     

    Proposal 3 – Approval of an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to reserve an additional 21,555,584 shares of the Company’s common stock for issuance under the 2023 Plan (the “Plan Amendment”)

     

    The stockholders approved the Plan Amendment.

     

    VOTES FOR   VOTES AGAINST   ABSTAIN   BROKER NON-VOTES 
     35,995,717    1,451,587    25,303    11,620,878 

     

    1

     

     

    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.

     

      Complete Solaria, Inc.
       
    Dated: June 2, 2025 By: /s/ Daniel Foley
        Daniel Foley
        Chief Financial Officer

     

    2

     

     

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