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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): June 24, 2025
Spruce Power Holding Corporation
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-38971 | | 83-4109918 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | |
2000 S Colorado Blvd, Suite 2-825, Denver, Colorado | | 80222 |
| (Address of principal executive offices) | | (Zip Code) |
(866) 777-8235
(Registrant’s telephone number, including area code)
N/A
(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 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 5.07 Submission of Matters to a Vote of Security Holders.
Spruce Power Holding Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders on June 24, 2025 (“2025 Annual Meeting”). The matters voted on at the 2025 Annual Meeting were (1) the election of three Class B directors to serve until the 2028 Annual Meeting of Stockholders, (2) approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers, and (3) ratification of the appointment of CohnReznick, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The three Class B director nominees were elected, and all other matters were approved by the Company’s stockholders. The voting results with respect to each matter are set out below.
Proposal 1 – Election of directors
| | | | | | | | | | | |
| Nominee | For | Withheld | Broker Non-Votes |
| Christopher Hayes | 3,505,738 | | 642,590 | | 6,683,278 | |
| Clara Nagy McBane | 3,331,526 | | 816,802 | | 6,683,278 | |
| Shawn Kravetz | 3,916,244 | | 232,085 | | 6,683,277 | |
Proposal 2 – Advisory vote regarding the compensation of the Company’s named executive officers
| | | | | |
| For | 2,873,010 | |
| Against | 1,216,162 | |
| Abstain | 59,155 | |
| Broker Non-Votes | 6,683,279 | |
Proposal 3 – Ratification of the appointment of CohnReznick, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
| | | | | |
| For | 10,642,957 | |
| Against | 169,139 | |
| Abstain | 19,510 | |
| Broker Non-Votes | — | |
Item 7.01 Regulation FD Disclosure.
On June 25, 2025, the Company issued a press release announcing the results of its 2025 Annual Meeting. A copy of the press release is attached as Exhibit 99.1 and hereby furnished pursuant to this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| SPRUCE POWER HOLDING CORPORATION |
| | |
Date: June 27, 2025 | By: | /s/ Jonathan M. Norling |
| Name: | Jonathan M. Norling |
| Title: | Chief Legal Officer |
Spruce Power Announces Results from 2025 Annual Meeting of Stockholders and Election of Directors
June 25, 2025
DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, announced today that all proposals at the Annual Meeting of Stockholders held on June 24, 2025 were duly adopted by shareholders. Spruce also confirmed that following the conclusion of the Company's Annual Meeting of Stockholders, Kevin Griffin retired as an independent director and Shawn Kravetz was elected as an independent director of its Board of Directors (the “Board”).
"On behalf of the Board, we would like to thank our shareholders for their continued support,” said Chris Hayes, Chief Executive Officer of Spruce. “Further, we want to express our appreciation to Kevin Griffin for his many valuable contributions as a member of our Board. Finally, we are pleased to welcome Shawn Kravetz to the Board. Shawn brings a wealth of business acumen including extensive experience in strategy consulting, as a micro-cap investor, and as a public company board member that will enhance our Board's skill set."
Results from Annual Meeting of Stockholders
2025 Annual Meeting of Stockholders proposals, all of which were recommended by the Board, were duly adopted by Company shareholders:
•Election of Chris Hayes, Clara Nagy McBane and Shawn Kravetz to the Board of Directors;
•The advisory resolution on executive compensation; and
•The ratification of independent auditors.
Changes to Board of Directors
Kevin Griffin retired as an independent director of Spruce’s Board. Shawn Kravetz was elected as a new independent member of the Board. Spruce’s Board of Directors remains at seven members.
Kravetz is President and Chief Investment Officer of Esplanade Capital LLC, an investment management company that utilizes a value-orientation and specializes in investing in smaller, out of favor and below the radar companies, special situations and turnarounds. Prior to founding
Esplanade, Kravetz was a corporate executive and strategic advisor. He served as Principal at The Parthenon Group, a leading strategy consulting boutique, and Director of Strategic Planning and Corporate Development at The CML Group. Kravetz was also a member of the board of directors at Nevada Gold & Casinos, where he was chairman of the corporate governance and nominating committee.
About Spruce Power
Spruce Power Holding Corporation (NYSE: SPRU) 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 to benefit from rooftop solar power and battery storage. Our power as-a-service model allows consumers to access new technology without making a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from approximately 85,000 home solar assets and contracts 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, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder. Forward-looking statements generally are characterized by the use of certain words or phrases (and their derivatives) such as “believe,” “continue,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “goals,” “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. Forward-looking statements in this release include statements regarding the Company’s strategic priorities and financial outlook including the Company's prospects for long-term growth in revenues, cash flows and earnings. These statements are based on our current plans and strategies, as well as various assumptions, whether or not identified in this press release, and on the current expectations of management, all of which management believes are reasonable as of the date of this report, and reflect our current assessment of the risks and uncertainties related to the Company’s business and are made as of the date of this press release, as well as the other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025, subsequent Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC in the future. These factors are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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