DEF 14A 1 ny20002230x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

SunPower Corporation

(Name of Registrant as Specified In Its Charter)

n/a

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO ALL SUNPOWER STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of SunPower Corporation, a Delaware corporation (“SunPower”), will be held on:

Date:	Thursday, May 12, 2022

Time:	9:00 a.m. Pacific Time

Place:	Online at www.virtualshareholdermeeting.com/SPWR2022

Virtual Meeting Admission:	This year’s Annual Meeting will be a virtual meeting of stockholders, conducted via a live webcast. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SPWR2022. Have your Notice of Internet Availability of Proxy Materials or proxy card in hand when you access the website and then follow the instructions. To participate in the meeting, you will need the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or proxy card. Online check-in will begin at 8:30 a.m. Pacific Time, and you should allow ample time for the online check-in procedures.

Items of Business:	1.	The re-election of two directors to serve as Class II directors on the Board of Directors;
	2.	The approval, in an advisory vote, of our named executive officer compensation;
	3.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022; and
	4.	The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice of the Annual Meeting. On or about April 1, 2022, we began mailing to certain stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2021 Annual Report, via the Internet. Stockholders who did not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of this notice of the Annual Meeting, the proxy statement, our 2021 Annual Report, and the form of proxy.

All stockholders are cordially invited to attend the Annual Meeting. Only stockholders of record at the close of business on March 15, 2022 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Any registered stockholder in attendance at the Annual Meeting and entitled to vote may do so during the meeting even if such stockholder returned a proxy. SunPower’s list of stockholders as of the Record Date will be available for inspection for 10 days prior to the Annual Meeting. If you would like to inspect the stockholder list, call our Investor Relations department at (408) 240-5500 to schedule an appointment. In addition, the list of stockholders will also be available during the Annual Meeting through the meeting website for those stockholders who choose to attend.

San Jose, California			FOR THE BOARD OF DIRECTORS
April 1, 2022

			Regan MacPherson
			Corporate Secretary

IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, AND SIGN THE PROXY CARD AND MAIL IT PROMPTLY, OR YOU MAY VOTE BY TELEPHONE OR VIA THE INTERNET BY FOLLOWING THE DIRECTIONS ON THE PROXY CARD. ANY ONE OF THESE METHODS WILL ENSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. NO POSTAGE NEED BE AFFIXED TO THE COMPANY-PROVIDED PROXY CARD ENVELOPE IF MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

PROXY STATEMENT FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

			Page
INFORMATION CONCERNING SOLICITATION AND VOTING			1
General			1
Important Notice Regarding the Availability of Proxy Materials			1
Delivery of Voting Materials			1
Record Date and Shares Outstanding			2
Board Recommendations			2
Voting			2
How Your Proxy Will Be Voted			4
Revoking Your Proxy			4
Solicitation of Proxies			4
Voting Results			4
Note Concerning Forward-Looking Statements			5
PROPOSAL ONE—RE-ELECTION OF CLASS II DIRECTORS			6
BOARD STRUCTURE			11
Controlled Company, Nasdaq Listing Standards			11
Determination of Independence			11
Leadership Structure and Risk Oversight			11
Board Meetings			11
Board Diversity Matrix			12
Board Committees			12
Audit Committee			13
Compensation Committee			13
Compensation Committee Interlocks and Insider Participation			14
Nominating and Corporate Governance Committee			14
CORPORATE GOVERNANCE			16
Stockholder Communications with Board			16
Directors’ Attendance at Our Annual Meetings			16
Submission of Stockholder Proposals for the 2023 Annual Meeting			16
Corporate Governance Principles			18
Code of Business Conduct and Ethics; Related Persons Transactions Policy and Procedures			18
Certain Relationships and Related Persons Transactions			19
AUDIT COMMITTEE REPORT			22
DIRECTOR COMPENSATION			24
2021 Director Compensation Table			24
2021 Director Compensation Program			24
Stock Ownership Guidelines			25
PROPOSAL TWO—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			26
EXECUTIVE OFFICERS			28
COMPENSATION DISCUSSION AND ANALYSIS			29
Executive Summary			29
General Philosophy and Objectives			30
Compensation Setting Process			30
Compensation Consultant			31
Peer Group and Benchmarking Practices			31
2021 Compensation Components			32
Analysis of Fiscal 2021 Compensation Decisions			33

TABLE OF CONTENTS

			Page
2021 Bonus Plan Results			36
Employment and Severance Arrangements

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

SEC Form DEF 14A filed by SunPower Corporation