Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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, 2022. 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, 2022 and has concluded that such internal control over financial reporting is effective.
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The effectiveness of our internal control over financial reporting as of December 31, 2022 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.
120
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 2023 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.
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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 on Form 10-K.
(2) Financial Statement Schedules
The required information is included elsewhere in this Annual Report on Form 10-K, 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 on Form 10-K.
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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 001-37511 4.2 1/28/2021
4.5 Description of Capital Stock
10-K 001-37511 4.5 2/17/2022
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-VSI 2014 Equity Incentive Plan, and the forms thereunder
10-Q 001-37511 10.1 8/5/2021
10.5+ Sunrun Inc. 2014 Equity Incentive Plan
S-1 333-205217 10.4 6/25/2015
10.6+ Sunrun Inc. 2013 Equity Incentive Plan and related form agreements
S-1 333-205217 10.5 6/25/2015
10.7+ Sunrun Inc. 2008 Equity Incentive Plan and related form agreements
S-1 333-205217 10.6 6/25/2015
10.8+ Mainstream Energy Corporation 2009 Stock Plan
S-1 333-205217 10.7 6/25/2015
10.9+ Sunrun Inc. Amended and Restated Executive Incentive Compensation Plan
8-K 001-37511 10.1 2/4/2020
10.10+ Vivint Solar, Inc. 2014 Equity Incentive Plan
S-1 333-198372 10.3 9/18/2014
10.11+ 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
10.12+ 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
10.13+ V Solar Holdings, Inc. 2013 Omnibus Incentive Plan
S-1 333-198372 10.2 8/26/2014
10.14+ Form of Stock Option Agreement under the V Solar Holdings, Inc. 2013 Omnibus Incentive Plan
10-Q 001-36642 10.17 11/12/2014
10.15+ Key Employee Change in Control and Severance Plan and Summary Plan Description
10-Q 001-37511 10.1 11/7/2018
10.16+ Amended and Restated Confirmatory Employment Letter by and between Edward Fenster and Sunrun, Inc., dated February 22, 2023
8-K 001-37511 10.1 2/22/2023
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Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
10.17+ Amended and Restated Confirmatory Employment Letter by and between Lynn Jurich and Sunrun, Inc., dated February 22, 2023
8-K 001-37511 10.2 2/22/2023
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 001-37511 10.1 12/6/2017
10.20+ Executive Employment Agreement between Sunrun Inc. and Jeanna Steele, dated November 30, 2021
10-K 001-37511 10.20 2/17/2022
10.21+ Employment Agreement between Sunrun Inc. and Paul Dickson, dated December 3, 2021
10-K 001-37511 10.21 2/17/2022
10.22+ Consulting Agreement by and between Sunrun Inc. and Tom vonReichbauer, dated May 4, 2022
10-Q 001-37511 10.1 8/3/2022
10.23+ Employment Agreement by and between Danny Abajian and Sunrun Inc., dated April 28, 2022
8-K 001-37511 10.1 5/4/2022
10.24+ Separation Agreement by and between Christopher Dawson and Sunrun, Inc., dated December 31, 2021
8-K 001-37511 10.1 1/6/2022
10.25+ Board Services Agreement between the Registrant and Gerald Risk, dated as of February 1, 2014
S-1 333-205217 10.15 6/25/2015
10.26+ Amended and Restated Non-Employee Director Pay Policy, Amended December 23, 2021
10-K 001-37511 10.24 2/17/2022
10.27 Subscription Agreement dated July 29, 2020, between Sunrun Inc. and SK E&S Co., Ltd.
8-K 001-37511 10.1 7/30/2020
10.28 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
10.29 Form of Capped Call Confirmation
8-K 001-37511 10.2 1/28/2021
10.30+ Employment Agreement between Sunrun Inc. and Mary Powell, dated August 31, 2021
8-K 001-37511 10.2 8/5/2021
10.31¥ 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
10.32¥ Amendment to the Credit Agreement, dated as of May 5, 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
10.3¥ 8/5/2021
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Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
10.33¥ 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
10.34¥ C redit Agreement, dated as of January 24, 2022, by and amo ng the Company, KeyBank National Association, as administrative agent, Sili con Valley Bank, as collateral agent, and each of the guarantors, lenders, and arrangers identified on the signature pages thereto
8-K 001-37511 10.1 1/26/2022
10.35¥ C redit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collater al agent, and each of the g uar antors , lenders and arrangers id entified on the signature pages thereto, and as amended by Ame ndment No. 1 to the Credit Agree ment, dated as of March 8, 2022
10-Q 001-37511 10.20 5/4/2022
10.36¥ Credit Agreement, dated as of January 24, 2022, by and among the Company, KeyBank National Association, as administrative agent, Silicon Valley Bank, as collateral agent, and each of the guarantors, lenders and arrangers identified on the signature pages thereto, and as amended by Amendment No. 1 to the Credit Agreement, dated as of March 8, 2022, and as further amended by Amendment No. 2 to the Credit Agreement, dated as of November 2, 2022
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
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
125
Exhibit Incorporated by Reference Filed Herewith
Number Exhibit Description Form File No. Exhibit Filing Date
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.
126
Item 16. Form 10-K Summary.
None.
127
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 22, 2023 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 22, 2023
Mary Powell
/s/ Danny Abajian Chief Financial Officer (Principal Financial Officer) February 22, 2023
Danny Abajian
/s/ Michelle Philpot Chief Accounting Officer (Principal Accounting Officer) February 22, 2023
Michelle Philpot
/s/ Lynn Jurich Co-Chair and Director February 22, 2023
Lynn Jurich
/s/ Edward Fenster Co-Chair and Director February 22, 2023
Edward Fenster
/s/ Katherine August-deWilde Director February 22, 2023
Katherine August-deWilde
/s/ Leslie Dach Director February 22, 2023
Leslie Dach
/s/ Alan Ferber Director February 22, 2023
Alan Ferber
/s/ Sonita Lontoh Director February 22, 2023
Sonita Lontoh
/s/ Gerald Risk Director February 22, 2023
Gerald Risk
/s/ Manjula Talreja Director February 22, 2023
Manjula Talreja
128
129