SPWR 8-K
SunPower Inc. (SPWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Second Amendment to 2023 Equity Incentive Plan
On March 25, 2026, SunPower Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Second Amendment (the “Second Amendment”) to the Company’s 2023 Equity Incentive Plan, as amended (as amended, the “2023 Plan”). The Second Amendment increases the total number of shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), reserved for issuance under the 2023 Plan to 44,573,109 shares of Common Stock.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Special Meeting on March 25, 2026. Set forth below are the final results of the voting with respect to each matter acted upon at the Special Meeting. The related proposals are described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 20, 2026 (the “Proxy Statement”).
Proposal 1 - To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as additional consideration pursuant to the Membership Interest Purchase Agreement, dated as of September 21, 2025, by and among SunPower Inc., Complete Solar, Inc., Chicken Parm Pizza LLC and Sunder Energy LLC in excess of 3,333,334 shares of Common Stock
The Company’s stockholders approved Proposal 1.
| VOTES FOR | VOTES AGAINST | WITHHOLD/ ABSTAIN |
BROKER NON-VOTES | |||
| 74,998,001 | 264,302 | 45,127 | — |
Proposal 2 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock that may be issuable upon the conversion of an additional $22,225,000 aggregate principal amount of the Company’s 7.00% Convertible Senior Notes due 2029 (the “7.00% Notes” and such additional $22,225,000 aggregate principal amount of 7.00% Notes, the “Additional 7.0% Notes”), which Additional 7.0% Notes may become issuable by the Company following the exercise of an additional purchase option for the Additional 7.0% Notes pursuant to the various Note Purchase Agreements, dated as of September 21, 2025, between the Company and the purchasers party thereto
The Company’s stockholders approved Proposal 2.
| VOTES FOR | VOTES AGAINST | WITHHOLD/ ABSTAIN |
BROKER NON-VOTES | |||
| 74,979,796 | 277,299 | 50,335 | — |
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Proposal 3 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as post-closing consideration pursuant to the Membership Interest Purchase Agreement, dated as of November 21, 2025, by and among SunPower Inc., Ambia Holdings, Inc. and Ambia Energy, LLC in excess of 16,620,910 shares of Common Stock
The Company’s stockholders approved Proposal 3.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 72,197,199 | 3,050,751 | 59,480 | — |
Proposal 4 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the increase of the aggregate commitment amount under the Amended White Lion Purchase Agreement (as defined in the Proxy Statement) from $30.0 million to $55.0 million shares of Common Stock
The Company’s stockholders approved Proposal 4,
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 74,368,503 | 879,458 | 59,469 | — |
Proposal 5 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (a) pursuant to the Standby Equity Purchase Agreement, dated January 27, 2026 between YA II PN, Ltd. (“Yorkville”), and SunPower Inc. (the “Yorkville Purchase Agreement”) and (b) upon the conversion of convertible promissory notes issued to Yorkville in connection with the Yorkville Purchase Agreement, in an amount that may be equal to or exceed 20% of the Common Stock outstanding as of January 27, 2026
The Company’s stockholders approved Proposal 5.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 74,010,772 | 1,250,720 | 45,938 | — |
Proposal 6 – To approve an amendment to the Company’s 2023 Equity Incentive Plan, as amended, to reserve an additional 8,000,000 shares of Common Stock for issuance under the 2023 Equity Incentive Plan, as amended
The Company’s stockholders approved Proposal 6.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 66,817,445 | 8,440,188 | 49,797 | — |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Second Amendment to 2023 Equity Incentive Plan, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| SunPower Inc. | ||
| Dated: March 30, 2026 | By: | /s/ Wendell Laidley |
| Wendell Laidley | ||
| Chief Financial Officer | ||
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Exhibit 10.1
Second Amendment
to SunPower Inc.
2023 Equity Incentive Plan, As Previously Amended
This Second Amendment (the “Amendment”) to the SunPower Inc. 2023 Equity Incentive Plan, as previously amended (the “Plan”), is made by SunPower Inc., a Delaware corporation (the “Company”), effective as of the date of its approval by the stockholders of the Company at the Company’s 2026 Special Meeting of Stockholders.
This Amendment was approved by the Company’s Board of Directors on February 10, 2026.
1. Amendments.
a. Section 2(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a) Shares Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 44,573,109 shares of Common Stock (which number of shares of Common stock includes additional shares of Common Stock available for issuance as a result of automatic increases thereto through and including January 1, 2026, as contemplated by the next sentence). In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.”
b. Section 2(b) of the Plan is hereby amended and restated in its entirety to read as follows:
“(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 44,573,109 shares.”
2. Continued Effect. Except as set forth herein, the Plan shall remain unchanged and in full force and effect, and the forms of stock option award agreements, restricted stock units award agreements and any outstanding award agreements under the Plan shall effectively adopt the amendments herein, as applicable.