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): December 15, 2022
SPRUCE POWER HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38971 | 83-4109918 | ||
|
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
|
47000 Liberty Drive Wixom, MI |
48393 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 718-0329
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, par value $0.0001 per share | SPRU | New York Stock Exchange |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2022, Debora M. Frodl notified Spruce Power Holding Corporation (the "Company") that she is retiring from her position as Chair of the Board and from the Board of Directors of the Company effective December 31, 2022. Also, on December 20, 2022, Sarah Sclarsic notified the Company that she is resigning from the Board of Directors of the Company effective December 31, 2022.
Ms. Frodl serves on the Company’s Audit Committee and Nominating and Corporate Governance Committee and Ms. Sclarsic serves on the Company's Audit Committee. Christopher Hayes and Jonathan J. Ledecky have been appointed to the Audit Committee effective December 31, 2022, to fill the vacancies created by Ms. Frodl and Ms. Sclarsic’s resignations. In addition, Christopher Hayes has been elected as the new Chair of the Board.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRUCE POWER HOLDING CORPORATION | ||
| Date: December 21, 2022 | By: |
/s/ Stacey Constas |
| Name: | Stacey Constas | |
| Title: | General Counsel | |
2
Exhibit 99.1
Spruce Power Announces Changes to its Board of Directors
--Deb Frodl and Sarah Sclarsic Transition off Board Effective December 31, 2022--
--Chris Hayes Elected as Chair Effective January 1, 2023--
WIXOM, Michigan (December 21, 2022) – Spruce Power (NYSE: SPRU) (“Spruce” or the “Company”; formerly known as XL Fleet), a leading owner and operator of distributed solar energy assets across the United States, today announced that Debora Frodl will be retiring, and Sarah Sclarsic will be stepping down, from the Company’s board of directors (the “Board”) effective December 31, 2022. Ms. Frodl is retiring after serving as a Company director since May 2018, and as Chair since December 2020. She has also served as chair of the Nomination and Governance Committee and as a member of the Audit Committee. Ms. Sclarsic, who has served on the board since December 2020 as a member of the Audit Committee, is departing to pursue opportunities through a climate technology venture capital firm that she co-founded in 2021.
“Deb has been a highly valued contributor to the Board and has driven the Company’s success,” said Eric Tech, Spruce Power’s chief executive officer. “Her strategic guidance, strong leadership, and high standard of excellence helped pivot our Company’s strategy, and now position Spruce as an emerging leader in rooftop residential solar. We are grateful for her dedication and commitment to the Company and wish her all the best as she embarks upon her next chapter.”
Tech continued, “We appreciate Sarah’s contributions and are confident she will find continued success as an early stage investor in companies that are creating a decarbonized global economy. Through her firm, Voyager Ventures, Sarah is making a difference in the world. We look forward to seeing many successful ventures from her in the years ahead.”
Simultaneous to Ms. Frodl’s retirement and Ms. Sclarsic’s resignation, the board has elected current director Chris Hayes as the new Chair, effective January 1, 2023. Mr. Hayes has served as a director of the Company since May 2018. Chris has more than twenty years’ experience in clean energy and sustainability and is founder and managing partner of Alturus, which invests in sustainable infrastructure projects. “I am enormously excited about Spruce Power becoming a high growth company in the distributed energy resources arena. We are positioned to be a leading provider of solutions to help homeowners create a cleaner and more sustainable future. The Company appreciates all the hard work from the team to transition the Company into a pure play distributed energy platform that maximizes investor value," said Mr. Hayes. “I am particularly grateful for the leadership contributions from Deb and Sarah over the years.”
More information can be found in the Corporate Governance on Spruce Power’s investor relations website at https://investors.sprucepower.com/governance/management/default.aspx.
About Spruce Power
Spruce Power is a leading owner and operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners and small businesses to own and maintain rooftop solar and battery storage. Our as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company has more than 51,000 subscribers across the United States. For additional information, please visit www.sprucepower.com.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to: expectations regarding the growth of the solar industry, home electrification, electric vehicles and distributed energy resources; the ability to successfully integrate the Spruce Power acquisition; the highly competitive nature of the Company’s business and markets; the ability to execute on and consummate business plans in anticipated time frames; litigation, complaints, warranty claims, product liability claims and/or adverse publicity; results of operations, financial condition, regulatory compliance and customer experience; the potential loss of customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; risks related to the rollout of the Company’s business and the timing of expected business milestones, including supply chain and labor shortage challenges in the solar panel markets; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 31, 2022, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
Contacts
Investor Contact: investors@sprucepower.com
Media Contact: PR@sprucepower.com