8-K

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 13, 2022

Shoals Technologies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39942	85-3774438
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
1400 Shoals Way, Portland Tennessee	37148
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(Address of principal executive offices)	(Zip Code)

(615) 451-1400

(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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A Common Stock, $0.00001 Par Value	SHLS	Nasdaq 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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2022, Shoals Technologies Group, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Jeffery Tolnar as President of the Company, effective December 19, 2022. Mr. Tolnar, age 59, has served as Senior Vice President, Electric Vehicle Solutions for the Company since April 2021. Prior to joining the Company, Mr. Tolnar served as Chief Commercial Officer of Greenlots, a leading provider of turnkey EV charging solutions acquired by Shell, from October 2017 to April 2021. Prior to his position at Greenlots, Mr. Tolnar served as president of global software solutions for Honeywell’s Homes, Buildings and Utilities businesses from July 2016 to May 2017. Mr. Tolnar has over 30 years of experience, including leadership positions, across multiple industries, including telecommunications, energy, building technologies and electric mobility. Mr. Tolnar earned a Master of Business Administration from Baker University and a Bachelor’s degree in Science, Electrical and Electronics Engineering from Youngstown State University.

In connection with Mr. Tolnar’s appointment as President of the Company, the Board has approved the following compensation for Mr. Tolnar, effective as of January 1, 2023: (i) an annual base salary of $415,000; (ii) an annual bonus with a target opportunity equal to 75% of base salary; and (iii) an equity award with respect to fiscal year 2023, with a target value equal to $800,000. The foregoing equity award will be granted in the form approved by the Compensation Committee of the Board under, and subject to, the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, and will vest in accordance with the applicable award agreements.

Mr. Tolnar does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related transactions or relationships between Mr. Tolnar and the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Tolnar and any other person pursuant to which Mr. Tolnar was selected as an officer of the Company.

Item 7.01.	Regulation FD Disclosure.

On December 13, 2022, the Company issued a press release announcing Mr. Tolnar’s appointment as President, the appointment of Mr. Ben Macias as Chief Revenue Officer, and the appointment of Jessica Uecker as Chief Human Resources Officer. A copy of the press release is furnished hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
99.1	Press Release issued by Shoals Technologies Group, Inc. dated December 13, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL 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.

Date: December 13, 2022

Shoals Technologies Group, Inc.
By:	/s/ Jason Whitaker
Name:	Jason Whitaker
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES KEY EXECUTIVE APPOINTMENTS

– Promotions Demonstrate Depth of Leadership Experience –

– Appointments Strengthen Executive Team –

PORTLAND, TN. – December 13, 2022 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) solutions for solar, battery storage, and electric vehicle charging infrastructure, today announced the appointments of Jeff Tolnar, Ben Macias and Jessica Uecker to President, Chief Revenue Officer (CRO) and Chief Human Resources Officer (CHRO), respectively, effective December 19, 2022.

As Senior Vice President, Electric Vehicle (EV) solutions since April 2021, Mr. Tolnar has been responsible for expanding Shoals’ industry-leading solar EBOS solutions into the global EV market to enable more economical, efficient and higher quality EV charging infrastructure deployments. Over the course of his career, Mr. Tolnar has held senior officer positions within Fortune 100 companies, co-founded four start-ups, was part of three successful company exits and experienced five company acquisitions. Prior to his experience in the eMobility space, Mr. Tolnar focused on smart edge devices as part of the Internet of Things. As President, he will be responsible for overseeing the day-to-day sales and engineering operations of the Company and ensuring milestones are met in alignment with the company’s strategic goals.

As Senior Vice President of Sales and Marketing for Shoals since January 2021, Mr. Macias has been responsible for sales, marketing, and developing go-to-market strategies for international markets. A seasoned solar industry veteran with more than a decade of experience in electrical and structural balance of systems components, he also works cross-functionally with engineering to develop and bring new products to market. As CRO, Mr. Macias will work to connect different revenue-related functions, from marketing to sales, customer success, pricing, and revenue operations to further improve Shoals’ sales performance and ensure customer satisfaction.

As Senior Vice President, Human Resources since June 2021, Ms. Uecker has overseen Shoals’ human resources function leveraging her more than 20 years of extensive HR experience. Ms. Uecker provides a diverse background in both Fortune 500 companies and high growth, agile smaller companies, and has held leadership positions in center of excellence, corporate, business unit and field HR roles. As CHRO, Ms. Uecker will be responsible for overseeing all HR matters for Shoals, including developing and implementing recruiting and retention strategies to ensure a strong pipeline of future talent, promoting diversity and inclusion in the workplace, and advancing the Company’s status as an equal opportunity employer.

“Shoals is proud to appoint Jeff Tolnar, Ben Macias and Jessica Uecker to the positions of President, CRO and CHRO,” said Jason Whitaker, Chief Executive Officer of Shoals Technologies. “Their efforts in building out their respective teams and expanding our customer reach have been instrumental in Shoals’ industry outperformance. The appointments of Jeff, Ben and Jessica reflect both their past contributions, but more important, our confidence in their ability to drive Shoals’ continued success as we move ahead.”

About Shoals Technologies Group, Inc.

Shoals Technologies Group, Inc. is a leading provider of electrical balance of systems (EBOS) solutions for solar, storage, and electric vehicle charging infrastructure. Since its founding in 1996, the Company has introduced

innovative technologies and systems solutions that allow its customers to substantially increase installation efficiency and safety while improving system performance and reliability. Shoals Technologies Group, Inc. is a recognized leader in the renewable energy industry whose solutions are deployed on over 20 GW of solar systems globally. For additional information, please visit: https://www.shoals.com.

Contacts

Investors:

Email: investors@shoals.com

Phone: 615-323-9836

Media:

Email: media@shoals.com

Forward-Looking Statements

This press release contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning the new officers’ potential contributions, our possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include changes to Jason Whitaker’s, our Chief Executive Officer, circumstances, inability to find a new Chief Executive Officer, the impact of the announcement of the Chief Executive Officer succession and other officer appointments or departures on the Company’s stock and its employees, suppliers and customers, and other risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this press release. You should read this press release with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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