Sunrun Inc.

8-K · run-20260528.htm iXBRL

0001469367 2026-05-28 2026-05-28

 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, 2026
 ________________________________________________
 Sunrun Inc.
 (Exact name of registrant as specified in its charter)
 ________________________________________________
 Delaware 001-37511 26-2841711
 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer
Identification No.)

 600 California Street , Suite 1800
 San Francisco , California 94108
 (Address of principal executive offices, including zip code)
 ( 415 ) 580-6900
 (Registrant’s telephone number, including area code)
 ________________________________________________
 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 (see General Instruction A.2. below):
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ 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
 Common Stock, $0.0001 par value per share RUN 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.   ☐

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On May 28, 2026, Sunrun Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) via a virtual-only meeting format.
 At the Annual Meeting, the stockholders of the Company considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
 Proposal 1: Election of nine nominees to serve as directors until the 2027 annual meeting of stockholders and until his or her successors are duly elected and qualified or until his or her earlier resignation, death or removal. The votes were cast as follows:

 Director Votes For Votes Withheld Broker Non-Votes
 Lynn Jurich 164,544,665 3,334,960 16,204,255
 Alan Ferber 166,921,592 958,033 16,204,255
 John Trinta 167,307,542 572,083 16,204,255
 Leslie Dach 165,203,555 2,676,070 16,204,255
 Edward Fenster 164,523,390 3,356,235 16,204,255
 Mary Powell 167,310,356 569,269 16,204,255
 Katherine August de-Wilde 166,440,169 1,439,456 16,204,255
 Sonita Lontoh 161,130,466 6,749,159 16,204,255
 Craig Cornelius 167,380,650 498,975 16,204,255

 Lynn Jurich, Alan Ferber, John Trinta, Leslie Dach, Edward Fenster, Mary Powell, Katherine August de-Wilde, Sonita Lontoh, and Craig Cornelius were duly elected as directors.
 Proposal 2: Advisory vote on the compensation of the Company’s named executive officers. The votes were cast as follows:

 Votes For Against Abstain Broker Non-Votes
 145,049,083 17,391,682 5,438,860 16,204,255

 On an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement was approved by the stockholders.

 Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

 Votes For Against Abstain Broker Non-Votes
 180,637,024 3,273,733 173,123 —

 Item 9.01 Financial Statements and Exhibits.
 (d)       Exhibits.
  

 Exhibit No. Description

 104 Cover Page Interactive Data File (embedded within the inline XRBL 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.
  
 SUNRUN INC.

 By: /s/ Jeanna Steele
 Jeanna Steele
Chief Legal Officer and Chief People Officer

 Date: May 28, 2026