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): August 24, 2022
FLUENCE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40978 | 87-1304612 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
4601 Fairfax Drive, Suite 600
Arlington, Virginia 22203
(Address of principal executive offices) (Zip Code)
(833) 358-3623
(Registrant’s telephone number, including area code)
N/A
(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 obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| o | 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 | ||||||||||||
| Class A Common Stock, $0.00001 par value per share | FLNC | The Nasdaq Global Select 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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Transition
As previously disclosed in the Current Report on Form 8-K of Fluence Energy, Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") on August 8, 2022, Julian Nebreda was appointed as the Company’s new President and Chief Executive Officer, effective September 1, 2022, replacing Manuel Perez Dubuc. In connection with this change of leadership, on August 29, 2022, Mr. Perez Dubuc notified the Board of Directors of the Company (the "Board") of his resignation as a member of the Board, effective August 31, 2022, which resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Perez Dubuc has entered into a separation and release agreement with the Company (the “Separation Agreement”) dated August 24, 2022, pursuant to which, Mr. Perez Dubuc will be entitled to severance benefits in accordance with the terms of the Company's Executive Severance Plan (the "Severance Plan"), as if his departure from the Company constituted an Involuntary Termination (as defined in the Severance Plan), and to reimbursement by the Company for certain legal fees incurred in connection with Mr. Perez Dubuc’s entry into the Separation Agreement. The Severance Plan was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2022.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | ||||
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.
| FLUENCE ENERGY, INC. | ||||||||
| Date: August 30, 2022 | By: | /s/ Francis Fuselier | ||||||
| Francis Fuselier | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||