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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 15, 2024
________________________________________________
enph.jpg
ENPHASE ENERGY, INC.
(Exact name of registrant as specified in its charter)
________________________________________________

Delaware 001-35480 20-4645388
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

47281 Bayside Parkway
Fremont, CA 94538
(Address of principal executive offices, including zip code)
(707) 774-7000
(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 provisions:
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par value per shareENPHNasdaq Global 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.
The Annual Meeting of Stockholders of Enphase Energy, Inc. (the “Company”) was held on May 15, 2024 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited by the Company's Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. As of March 19, 2024, the record date for the Annual Meeting, 135,988,561 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 111,862,409 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Badri Kothandaraman and Joseph Malchow were elected as directors to hold office until the 2027 Annual Meeting of Stockholders by the following vote:
NomineeVotes ForVotes WithheldBroker Non-Votes
Badri Kothandaraman87,940,9046,244,23317,677,272
Joseph Malchow65,488,51328,696,62417,677,272
In addition to the directors elected above, Steven J. Gomo, Jamie Haenggi, Benjamin Kortlang, Richard Mora and Thurman John Rodgers, continue to serve as directors after the Annual Meeting.

Proposal 2: Advisory Vote on the Compensation of Named Executive Officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following vote:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
70,385,67221,874,2341,925,23117,677,272
Proposal 3: Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation

Annual stockholder votes on executive compensation was approved, on an advisory basis, by the following vote:
One YearTwo YearsThree YearsAbstainBroker Non-Votes
93,036,580178,171860,507109,87917,677,272
In accordance with the Board's recommendation and based on the results of the vote of the Company's stockholders, the Board has determined that the Company will hold a stockholder advisory vote on named executive officer compensation every year.
Proposal 4: Ratification of Appointment of Deloitte & Touche LLP
The selection of Deloitte & Touche LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the following vote:
Votes ForVotes AgainstAbstentions
109,343,0162,159,450359,943



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.

By: May 16, 2024ENPHASE ENERGY, INC.
By:/s/ Mandy Yang
 Mandy Yang
 Chief Financial Officer


v3.24.1.1.u2
Cover Page Document
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name ENPHASE ENERGY, INC.
Entity Address, Address Line One 47281 Bayside Parkway
Entity Incorporation, State or Country Code DE
Entity File Number 001-35480
Entity Tax Identification Number 20-4645388
Entity Address, City or Town Fremont
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94538
City Area Code 707
Local Phone Number 774-7000
Title of 12(b) Security Common Stock, $0.00001 par value per share
Trading Symbol ENPH
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001463101
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