Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
122
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as of the end of the period covered by this Annual Report on Form 10-K, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
In connection with that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15I and 15d-15I under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management used the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework (2013), or the COSO framework, to evaluate the effectiveness of internal control over financial reporting. Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 and has concluded that such internal control over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
123
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 of Form 10-K will be set forth in our proxy statement to be filed with the SEC in connection with the solicitation of proxies for our 2022 Annual Meeting of Stockholders (“Proxy Statement”) and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days after the year-end of the fiscal year which this report relates.
Item 11. Executive Compensation.
The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference.
124
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Item 8 of Part II of this Annual Report.
(2) Financial Statement Schedules
The required information is included elsewhere in this Annual Report, not applicable, or not material.
(3) Exhibits
The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report.
125
EXHIBIT INDEX
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant
10-Q 001-37511 3.1 9/15/2015
3.2 Amended and Restated Bylaws of the Registrant
10-Q 001-37511 3.2 9/15/2015
3.3 Amendment to Amended and Restated Bylaws
8-K 001-37511 3.1 7/10/2020
4.1 Form of common stock certificate of the Registrant
S-1 333-205217 4.1 6/25/2015
4.2 Form of Stock Issuance Agreement
S-1/A 333-205217 4.4 7/22/2015
4.3 Indenture, dated January 28, 2021, between Sunrun Inc. and Wells Fargo Bank, National Association
8-K 001-37511 4.1 1/28/2021
4.4 Form of 0% Convertible Senior Note due 2026
8-K 001-7511 4.2 1/28/2021
4.5 Description of Capital Stock
X
10.1+ Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
S-1 333-205217 10.1 6/25/2015
10.2+ Sunrun Inc. 2015 Equity Incentive Plan and related form agreements
S-1/A 333-205217 10.2 7/22/2015
10.3+ Sunrun Inc. Amended and Restated Employee Stock Purchase Plan and related form agreements
10-Q 001-37511 10.1 8/9/2018
10.4+ Sunrun Inc. 2014 Equity Incentive Plan
S-1 333-205217 10.4 6/25/2015
10.5+ Sunrun Inc. 2013 Equity Incentive Plan and related form agreements
S-1 333-205217 10.5 6/25/2015
10.6+ Sunrun Inc. 2008 Equity Incentive Plan and related form agreements
S-1 333-205217 10.6 6/25/2015
10.7+ Mainstream Energy Corporation 2009 Stock Plan
S-1 333-205217 10.7 6/25/2015
10.8+ Sunrun Inc. Amended and Restated Executive Incentive Compensation Plan
8-K 333-205217 10.1 2/4/2020
10.9+ Vivint Solar, Inc. 2014 Equity Incentive Plan
S-1 333-198372 10.3 9/8/2014
10.10+ Form of Notice of Stock Option Grant and Stock Option Agreement under the Vivint Solar, Inc. 2014 Equity Incentive Plan
10-Q 001-36642 10.15 11/12/2014
10.11+ Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the Vivint Solar, Inc. 2014 Equity Incentive Plan
10-Q 001-36642 10.16 11/12/2014
10.12+ V Solar Holdings, Inc. 2013 Omnibus Incentive Plan
S-1 333-198372 10.2 8/26/2014
10.13+ Form of Stock Option Agreement under the V Solar Holdings, Inc. 2013 Omnibus Incentive Plan
10-Q 001-36642 10.17 11/12/2014
10.14+ Sunrun Inc. Amended and Restated Executive Incentive Compensation Plan
8-K 001-37511 10.1 2/4/2020
10.15+ Key Employee Change in Control and Severance Plan and Summary Plan Description
10-Q 001-37511 10.1 11/7/2018
10.16+ Employment Letter between the Registrant and Lynn Jurich, dated as of May 8, 2015
S-1 333-205217 10.10 6/25/2015
126
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
10.17+ Employment Letter between the Registrant and Edward Fenster, dated as of May 8, 2015
S-1 333-205217 10.11 6/25/2015
10.18+ Offer Letter between Tom vonReichbauer and Sunrun Inc., dated as of April 17, 2020
8-K 001-37511 10.2 4/23/2020
10.19+ Employment Letter between the Registrant and Christopher Dawson, dated as of November 13, 2017
8-K 333-205217 10.1 12/6/2017
10.20+ Executive Employment Agreement between Sunrun Inc. and Jeanna Steele, dated November 30, 2021
X
10.21+ Employment Agreement between Sunrun Inc. and Paul Dickson, dated December 3, 2021
X
10.22+ Separation Agreement by and between Christopher Dawson and Sunrun, Inc., dated December 31, 2021
8-K 001-37511 10.1 1/6/2022
10.23+ Board Services Agreement between the Registrant and Gerald Risk, dated as of February 1, 2014
S-1 333-205217 10.15 6/25/2015
10.24+ Amended and Restated Non-Employee Director Pay Policy, Amended December 23, 2021
X
10.25¥
Credit Agreement among Sunrun Neptune Portfolio 2016-A, LLC, as Borrower, Suntrust Bank as Administrative Agent, ING Capital LLC as LC Issuer, and The Lenders from Time to Time Party Hereto dated as of May 9, 2017 and Exhibits
10-Q/A 001-37511
10.3 12/29/2017
10.26¥ Credit Agreement among Sunrun Scorpio Portfolio 2017-A, LLC, as Borrower, Keybank National Association, as Administrative Agent, Keybank National Association, as LC Issuer, and The Lenders from Time to Time Party Hereto dated as of October 20, 2017 and Exhibits
10-K 001-37511 10.3 3/6/2018
10.27 First Amendment to Credit Agreement among the Company, Sunrun Neptune Portfolio 2016-A, LLC, SunTrust Bank (as administrative agent and as lender), ING Capital LLC (as issuer and as lender), and each of the additional Lenders from time to time party thereto, dated as of March 26, 2018
10-Q 001-37511 10.3 5/9/2018
10.28¥ Indenture between Sunrun Athena Issuer 2018-1, LLC and Wells Fargo Bank, National Association, dated as of December 20, 2018
10-K 001-37511 10.36 2/28/2019
10.29^ Indenture between Sunrun Xanadu Issuer 2019-1, LLC and Wells Fargo Bank, National Association, dated as of June 6, 2019
10-Q 001-37511 10.1 8/7/2019
10.30^ First Amendment to Credit Agreement and First Amendment to Cash Diversion Guaranty dated as of June 28, 2019 among Sunrun Scorpio Portfolio 2017-A, LLC, as Borrower, Keybank National Association, as Administrative Agent, Keybank National Association, as LC Issuer, and each of the additional lenders identified on the signature page thereto
10-Q 001-37511 10.2 8/7/2019
127
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
10.31 ^ Indenture between Sunrun Atlas Issuer 2019-2, LLC and Wells Fargo Bank, National Association, dated as of October 28, 2019
10-K 001-37511 10.41 2/27/2020
10.32^ Loan Agreement, dated as of May 27, 2020, by and among Vivint Solar Financing Holdings 2 Borrower, LLC, the lenders party thereto and BID Administrator, LLC
10-Q 001-36642 10.1 8/5/2020
10.33 Subscription Agreement dated July 29, 2020, between Sunrun Inc. and SK E&S Co., Ltd.
8-K 001-37511 10.1 7/30/2020
10.34 Purchase Agreement, dated January 25, 2021, by and among Sunrun Inc. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named in Schedule I thereto
8-K 001-37511 10.1 1/28/2021
10.35 Form of Capped Call Confirmation
8-K 001-37511 10.2 1/28/2021
10.36+ Amendment to Confirmatory Employment Letter between Sunrun Inc. and Lynn Jurich, dated August 5, 2021
8-K 001-37511 10.1 8/5/2021
10.37+ Employment Agreement between Sunrun Inc. and Mary Powell, dated August 31, 2021
8-K 001-37511 10.2 8/5/2021
10.38 Indenture between Sunrun Inc. and Wells Fargo Bank, National Association, as Trustee, dated January 28, 2021
8-K 001-37511 4.1 1/28/2021
10.39¥ Credit Agreement, dated as of April 20, 2021, among Sunrun Luna Portfolio 2021, LLC, Credit Suisse AG, New York Branch (as administrative agent), Wells Fargo Bank, National Association (as collateral agent and as paying agent) and each of the lenders and funding agents identified on the signature pages thereto
10-Q 001-37511
10.2¥ 8/5/2021
10.40¥ Amendment to the Credit Agreement, dated as of May 5, 202 1, among Sunrun Luna Portfolio 2021, LLC, Credit Suisse AG, New York Branch (as administrative agent) and each of the lenders and funding agents identified on the signature pages thereto
10-Q 001-37511
10.3¥ 8/5/2021
10.41¥ Second Amendment to the Credit Agreement, dated as of October 8, 2021, among Sunrun Luna Portfolio 2021, LLC, Credit Suisse AG, New York Branch (as administrative agent) and each of the lenders and funding agents identified on the signature pages thereto.
10-Q 001-37511
10.1¥ 11/4/2021
10.42¥ Second Amendment to Credit Agreement, dated as of November 30, 2021, among Sunrun Scorpio Portfolio 2017-A, LLC, as Borrower, Keybank National Association, as Administrative Agent, Keybank National Association, as LC Issuer, and each of the additional lenders identified on the signature page thereto
X
21.1 List of subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
128
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 †
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document
101.SCH XBRL Taxonomy Schema Linkbase Document
101.CAL XBRL Taxonomy Definition Linkbase Document
101.DEF XBRL Taxonomy Calculation Linkbase Document
101.LAB XBRL Taxonomy Labels Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the In-line XBRL document.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Sunrun Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Indicates management contract or compensatory plan.
¥
Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
^
Portions of this exhibit have been omitted from the exhibit because they are both not material and would be competitively harmful if publicly disclosed.
129
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
Sunrun Inc .
Date: February 17, 2022 By: /s/ Mary Powell
Mary Powell
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ Mary Powell Chief Executive Officer and Director (Principal Executive Officer) February 17, 2022
Mary Powell
/s/ Thomas vonReichbauer Chief Financial Officer (Principal Financial Officer) February 17, 2022
Thomas vonReichbauer
/s/ Michelle Philpot Chief Accounting Officer (Principal Accounting Officer) February 17, 2022
Michelle Philpot
/s/ Lynn Jurich Co-Chair and Director February 17, 2022
Lynn Jurich
/s/ Edward Fenster Co-Chair and Director February 17, 2022
Edward Fenster
/s/ Katherine August-deWilde Director February 17, 2022
Katherine August-deWilde
/s/ Leslie Dach Director February 17, 2022
Leslie Dach
/s/ Alan Ferber Director February 17, 2022
Alan Ferber
/s/ Sonita Lontoh Director February 17, 2022
Sonita Lontoh
/s/ Gerald Risk Director February 17, 2022
Gerald Risk
/s/ Manjula Talreja Director February 17, 2022
Manjula Talreja
130
131