--- schema_version: "secwatch.filing_event.v1" accession: "0001469367-23-000130" form_type: "8-K" ticker: "RUN" cik: "0001469367" company_name: "Sunrun Inc." filed_at: "2023-06-07T23:59:59+00:00" generated_at: "2026-06-14T05:44:31.345218+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Sunrun shareholders approve board declassification and removal of supermajority voting requirements ## Summary - Shareholders approved declassification of Board over three years and elimination of 66 2/3% supermajority vote requirements. - Certificates of Amendment filed June 1, 2023; Restated Certificate filed June 2, 2023. - Board adopted Amended and Restated Bylaws effective June 2, 2023, removing classified board and supermajority provisions. - Election of Class II directors Leslie Dach, Edward Fenster, Mary Powell with broker non-votes of 18.5M. - Ratification of Ernst & Young as auditor approved with 174.9M votes for. ## SEC filing metadata - accession: 0001469367-23-000130 - form_type: 8-K - ticker: RUN - cik: 0001469367 - company_name: Sunrun Inc. - filed_at: 2023-06-07T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/run-20230601.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001469367-23-000130 - JSON: https://secwatch.observer/filing/0001469367-23-000130.json - Plain text: https://secwatch.observer/filing/0001469367-23-000130.txt ## Key facts - Governance Changes Sunrun Inc.: Amendment and restatement of Bylaws to eliminate supermajority voting provisions, remove classified board provisions, update procedural mechanics for stockholder nominations, limit number of nominees, and incorporate administrative changes (effective 2023-06-02). - Change: bylaw amendment - Effective: 2023-06-02 source text: On June 2, 2023, the Board amended and restated the Company’s Bylaws (the “Restated Bylaws”), which became effective immediately upon adoption by the Board. Among other things, the amendments affected by the Restated Bylaws: • eliminate supermajority voting provisions; • remove provisions regarding classified board of directors; • update procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals regarding other business at stockholder meetings, including addressing matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; • limit the number of nominees a stockholder may nominate for election at a meeting of stockholders to the number of directors to be elected at such meeting; and • incorporate certain administrative, modernizing, clarifying, and conforming changes to provide clarification and consistency, including making updates to reflect recent amendments evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Governance Changes Sunrun Inc.: Amendment to Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: and (ii) eliminate certain voting requirements that call for the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of stock of the Company (the “Supermajority Voting Standard Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Governance Changes Sunrun Inc.: Amendment to Amended and Restated Certificate of Incorporation to declassify the Board of Directors over a three-year period (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) declassify the Board of Directors (the “Board”) of the Company (the “Declassification Amendment”) over a three-year period as described in the shareholder proposal evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Shareholder Votes Sunrun Inc. shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board.. - Proposal: charter amendment - Outcome: passed source text: Proposal 4 : Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board. The votes were cast as follows: Votes For Votes Withheld Abstain Broker Non-Votes 157,802,103 311,120 101,774 18,471,717 The amendment to the Certificate of Incorporation to declassify the Board was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Shareholder Votes Sunrun Inc. shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements.. - Proposal: charter amendment - Outcome: passed source text: Proposal 5 : Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements. The votes were cast as follows: Votes For Votes Withheld Abstain Broker Non-Votes 156,836,566 1,287,385 91,046 18,471,717 The amendment to the Company’s Certificate of Incorporation to eliminate supermajority voting requirements was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Shareholder Votes Sunrun Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Proposal 2 : Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows: Votes For Votes Withheld Abstain Broker Non-Votes 174,895,322 1,698,429 92,963 — The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Shareholder Votes Sunrun Inc. shareholders approved Election of three nominees to serve as Class II directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.. - Proposal: director election - Outcome: passed source text: Proposal 1 : Election of three nominees to serve as Class II directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were cast as follows: Name of Director Votes For Votes Withheld Broker Non-Votes Leslie Dach 154,749,823 3,465,174 18,471,717 Edward Fenster 150,139,968 8,075,029 18,471,717 Mary Powell 157,835,293 379,704 18,471,717 Leslie Dach, Edward Fenster, and Mary Powell were duly elected as Class II directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm - Shareholder Votes Sunrun Inc. shareholders approved Advisory vote on the compensation of the Company’s named executive officers.. - Proposal: say on pay - Outcome: passed source text: Proposal 3 : Advisory vote on the compensation of the Company’s named executive officers. The votes were cast as follows: Votes For Votes Withheld Abstain Broker Non-Votes 107,901,853 50,102,337 210,807 18,471,717 On an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement was approved by the stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1469367/000146936723000130/0001469367-23-000130-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.