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): May 28, 2015
SunEdison, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware (State or other jurisdiction of Incorporation) | 1-13828 (Commission File Number) | 56-1505767 (I.R.S. Employer Identification Number) |
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13736 Riverport Dr. Maryland Heights, Missouri (Address of principal executive offices) | | 63043 (Zip Code) |
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(314 770-7300 (Registrant's telephone number, including area code) |
Not Applicable (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 provision (see General Instruction A.2 below):
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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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2015 Annual Meeting of Stockholders on May 28, 2015. Set forth below is a brief description of each matter voted upon at the Company's 2015 Annual Meeting of Stockholders, and the voting results with respect to each matter.
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| 1. | A proposal to elect six directors to serve for a term expiring in 2016: |
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| Director | For | Against | Abstentions | Broker Non-Votes |
| Antonio R. Alvarez | 215,328,225 | 1,522,669 | 95,122 | 27,452,661 |
| Peter Blackmore | 199,599,937 | 17,248,199 | 97,880 | 27,452,661 |
| Ahmad R. Chatila | 216,643,136 | 204,642 | 98,238 | 27,452,661 |
| Clayton C. Daley, Jr. | 216,223,350 | 623,368 | 99,298 | 27,452,661 |
| Emmanuel T. Hernandez | 195,109,161 | 21,737,872 | 98,983 | 27,452,661 |
| Georganne C. Proctor | 216,596,516 | 253,392 | 96,108 | 27,452,661 |
2. A non-binding advisory vote on the compensation of the Company's named executive officers:
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| For | Against | Abstentions | Broker Non-Votes |
| 130,413,573 | | 85,740,314 | | 792,129 | | 27,452,661 | |
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| 3. | A proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2015: |
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| For | Against | Abstentions |
| 239,255,115 | 4,963,405 | 180,157 |
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| 4. | Approval of the SunEdison, Inc. 2015 Long-Term Incentive Plan: |
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| For | Against | Abstentions | Broker Non-Votes |
| 210,552,493 | 6,224,169 | 169,354 | 27,452,661 |
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| 5. | Approval of the SunEdison, Inc. 2015 Non-Employee Director Incentive Plan: |
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| For | Against | Abstentions | Broker Non-Votes |
| 212,245,256 | 4,530,786 | 169,974 | 27,452,661 |
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| 6. | Approval of the SunEdison, Inc. Employee Stock Purchase Plan: |
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| For | Against | Abstentions | Broker Non-Votes |
| 214,250,926 | 2,582,223 | 112,867 | 27,452,661 |
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| 7. | Consider and act upon a stockholder proposal regarding stockholders right to act by written consent: |
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| For | Against | Abstentions | Broker Non-Votes |
| 84,270,047 | 131,815,137 | 860,832 | 27,452,661 |
Pursuant to the foregoing votes, (i) Ms. Proctor and Messrs. Alvarez, Blackmore, Chatila, Daley and Hernandez were elected to serve as directors for a one-year term ending in 2016, (ii) the compensation of the Company's named executive officers was approved on a non-binding basis, (iii) the selection of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2015 was ratified, (iv) the SunEdison, Inc. 2015 Long-Term Incentive Plan was approved, (v) the SunEdison, Inc. Non-Employee Director Incentive Plan was approved, (vi) the SunEdison, Inc. Employee Stock Purchase Plan was approved, and (vii) the stockholder proposal regarding stockholders right to act by written consent was not approved.
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 thereunto duly authorized.
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| | | SUNEDISON, INC. |
| Date: | May 29, 2015 | By: | /s/ Martin H. Truong |
| | | | Name: Martin H. Truong Title: Senior Vice President, General Counsel and Corporate Secretary |
