Item 1.01. Entry into a Material Definitive Agreement.
On April 19, 2021 (the "Effective Date"), SunPower Corporation (the "Company")
entered into an Amendment No. 5 (the "Amendment") to the Affiliation Agreement,
dated as of August 28, 2011, by and among the Company, Total Solar INTL SAS
(formerly known as Total Gas & Power USA SAS), and Total Gaz Electricité Holding
(together, "Total"). The Amendment provides for certain temporary adjustments to
the composition of the Company's Board of Directors (the "Board") to accommodate
Thomas H. Werner's continued service as Chairman of the Board through November
1, 2021 (or such earlier date as designated by the Board) (such date, the
"Reversion Date"), including (i) requiring the Board to take all necessary
action on or prior to the Effective Date to increase the size of the Board to 11
directors; (ii) providing that, from the Effective Date until the Reversion
Date, the immediate past Chief Executive Officer of the Company (the
"Transitional Chairman") shall serve as the Chairman of the Board; (iii)
providing for the addition of one Total-designated Board member from the
Effective Date to the Reversion Date; and (iv) providing that, upon the
Reversion Date, the Transitional Chairman shall resign from his position on the
Board, Total shall as promptly as practicable cause one of its designated
members to resign from the Board, the Board shall take all necessary action to
reduce the size of the Board to 9 directors, and the Chief Executive Officer of
the Company shall thereafter serve as the Chairman of the Board.
The foregoing description of the Amendment is not a complete description of all
terms of the Amendment and is qualified in its entirety by reference to the full
text of the Amendment, a copy of which is filed as an exhibit to this current
report on Form 8-K and incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On April 19, 2021, following a vote to expand the size of the Board to 11
directors, as permitted under the Company's Restated Bylaws and in connection
with the Amendment described above, the Board appointed Peter Faricy, the
Company's newly appointed President and Chief Executive Officer, to serve as a
member of the Board. Mr. Faricy serves as a Class III director, to serve until
the Company's annual meeting of stockholders to be held in 2023.
As previously disclosed, there are no arrangements or understandings between Mr.
Faricy and any other persons pursuant to which Mr. Faricy will be named to this
position with the Company.
Also on April 19, 2021, the Board appointed Bernadette Baudier to serve as a
Class II director, to serve until the Company's annual meeting of stockholders
to be held in 2022. Ms. Baudier serves as a designee of Total pursuant to the
Affiliation Agreement, as amended.
Ms. Baudier has served as senior vice president, finance within the Gas,
Renewables and Power division of Total SE since 2020. Previously, she served as
senior vice president, corporate affairs of the Exploration & Production
division of Total SE from 2016 to 2019, with responsibilities covering finance,
compliance, legal, human resources, communication, and information technology.
From 2013 to 2016, Ms. Baudier was senior vice president for internal control
and audit of the Total Group. Prior to those positions, Ms. Baudier held various
other positions in finance within the Total Group, where she has been employed
since 1988. Ms. Baudier is a graduate of École des Hautes Études Commerciales.
The information required by Item 404(a) of Regulation S-K regarding the
Company's agreements with Total is set forth in the Company's definitive proxy
statement on Schedule 14A filed by the Company with the U.S. Securities and
Exchange Commission (the "SEC") on April 2, 2021 under the caption "Corporate
Governance-Certain Relationships and Related Persons Transactions-Agreements
with Total and Total S.E." and incorporated herein by reference.
The Company and Ms. Baudier will enter into the Company's standard form of
indemnification agreement for directors and officers, in substantially the form
filed as Exhibit 10.18 to the Company's annual report on Form 10-K for the
fiscal year ended January 3, 2021 filed with the SEC on February 22, 2021.
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Transition Agreement
On April 19, 2021, the Company and Thomas H. Werner, Chairman of the Board and
former Chief Executive Officer, entered into a Transition and Retirement Letter
Agreement (the "Transition Agreement"), pursuant to which Mr. Werner has agreed
to continue to serve as Chairman of the Board and provide certain other
transition services through November 1, 2021 (or such earlier date as agreed by
him and the Board), at which time he will retire from the Company and resign
from his position as Chairman of the Board and as a director of the Company.
Pursuant to the Transition Agreement, Mr. Werner will be paid a base salary of
$37,500 per month and continue to participate in the Company's benefits plans.
Although Mr. Werner will not be eligible for a bonus during the transition
period, he will receive a pro-rated bonus for the first half of the fiscal year
based on actual performance with proration determined based on his service as
Chief Executive Officer until April 19, 2021. Mr. Werner also agreed to
terminate his executive employment agreement with the Company and waive
entitlement to any benefits under the Company's 2019 Management Career
Transition Plan. In addition, in accordance with their terms, a total of 113,348
restricted stock units granted to Mr. Werner on February 22, 2021 vested on
April 19, 2021 upon the Board's acceptance of Mr. Werner's resignation from his
position as the Company's Chief Executive Officer.
The foregoing description of the Agreement is not a complete description of all
terms of the Transition Agreement and is qualified in its entirety by reference
to the full text of the Transition Agreement, a copy of which is filed as an
exhibit to this current report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 5 to Affiliation Agreement, dated as of April 19, 2021, by and
among the Company, Total Solar INTL SAS (formerly known as Total Gas & Power
USA SAS), and Total Gaz Electricité Holding
10.2 Transition and Retirement Letter Agreement, dated as of April 19, 2021, by
and between the Company and Thomas H. Werner
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