Stem, Inc 8-K, filed Apr 19, 2024
Stem, Inc. (STEM)
8-K
2024-04-19
For: 2024-04-19
View Original
Added on
April 07, 2026
About this 8-K
Stem, Inc filed this 8-K on April 19, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): April 19, 2024
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices including zip code)
1-877 -374-7836
Registrant’s telephone number, including area code
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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 (see General Instruction A.2. below):
| 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:
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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. ☐
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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. | ||||
(d) Appointment of New Director
On April 19, 2024, the Board of Directors (the “Board”) of Stem, Inc. (the “Company”), on recommendation of the Nominating, Governance and Sustainability Committee of the Board, appointed Mr. Gerard Cunningham to the Board as a Class I director, effective April 19, 2024. At this time, no decision has been made as to the Board committees on which Mr. Cunningham will serve. When available, any committee assignments will be reported by an amendment to this Current Report on Form 8-K.
Mr. Cunningham holds a Bachelor of Science in Mathematics from the University of Manchester and a Master of Science in Operations Research from Strathclyde Business School. He has extensive experience in the technology, software services (“SaaS”), and artificial intelligence (“AI”) sectors and as an entrepreneur and founder of several companies in AI, SaaS and data science. Most recently, Mr. Cunningham was a partner at McKinsey & Company, where he co-founded and led its global clean technology practice and was a member of its AI leadership team.
The Board has determined that neither Mr. Cunningham nor any of his immediate family members has a direct or indirect material interest in any transaction in which the Company was or is to be a participant and that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Cunningham is expected to enter into a standard indemnification agreement in substantially the same form that the Company has entered into with its other non-employee directors, the form of which was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2023. As a non-employee director, Mr. Cunningham will receive pro-rated compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its preliminary proxy statement on Schedule 14A filed with the SEC on April 3, 2024. The Board also approved a pro-rated grant of 12,138 restricted stock units to Mr. Cunningham with grant value equal to $19,178, which will vest in full on June 7, 2024, subject to his continued service on the Board on that date.
Item 7.01 | Regulation FD Disclosure. | ||||
The Company’s press release announcing the appointment of Mr. Cunningham is furnished as Exhibit 99 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
The following exhibit is furnished as part of this Report:
| Exhibit No. | Description | |||||||
| 99 | ||||||||
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.
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| STEM, INC. | |||||||||||
Date: April 19, 2024 | By: | /s/ Saul R. Laureles | |||||||||
| Name: | Saul R. Laureles | ||||||||||
| Title: | Chief Legal Officer and Corporate Secretary | ||||||||||
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EXHIBIT 99
Stem Announces Appointment of AI Industry Leader as New Independent Director
SAN FRANCISCO – April 19, 2024 – Stem, Inc. (NYSE: STEM), a global leader in artificial intelligence (AI)-driven clean energy software and services, today announced the appointment of Gerard Cunningham to the Company’s Board of Directors (the “Board”), effective April 19, 2024.
Mr. Cunningham has extensive experience in the technology, software services (“SaaS”), and AI sectors and as an entrepreneur and founder of several data science-focused companies. Most recently, Mr. Cunningham was a partner at McKinsey & Company, where he co-founded and led its global clean technology practice, launched its AI for sustainability initiative, and was a leader in its digital business building practice.
David Buzby, Chairman of the Board of Stem, said: “The Board is excited to welcome Gerard to Stem. He has a well-established track record of success in growing and transforming companies by deploying AI and SaaS-based products and services. The Board will benefit from his decades of experience working at the cutting-edge intersection of AI, software, and climate technology.”
Gerard Cunningham added: “AI and electrification are reshaping every industry, and Stem is a pioneer in applying AI to maximize the value of sustainable energy assets. I am honored to join Stem’s Board of Directors and support the company’s continued success. I look forward to helping refine the company’s AI and SaaS strategy so that we can maximize customer impact.”
Mr. Cunningham holds a Bachelor of Science in Mathematics from the University of Manchester and a Master of Science in Operations Research from Strathclyde Business School.
About Stem
Stem provides clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios. Stem’s leading AI-driven enterprise software platform, Athena® enables organizations to deploy and unlock value from clean energy assets at scale. Powerful applications, including AlsoEnergy’s PowerTrack, simplify and optimize asset management and connect an ecosystem of owners, developers, assets, and markets. Stem also offers integrated partner solutions that can improve returns across energy projects, including storage, solar, and EV fleet charging. For more information, visit www.stem.com.
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Contacts
Stem Investor Contacts
Ted Durbin, Stem
Marc Silverberg, ICR
IR@stem.com
Stem Media Contact
Suraya Akbarzad, Stem
press@stem.com
Source: Stem, Inc.