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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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members, Ms. Fox and Messrs. Hall, Rosenberg, Pauker and Fong. Mr. Hall serves as the Chairperson of the LLC Conflicts Committee.

Creation of Compensation Committee

For purposes of the applicable stock exchange rules, the Company is a “controlled company.” As a controlled company, we rely upon certain exceptions, including with respect to establishing a compensation committee or nominating committee. While we remain able to rely upon such exceptions, on February 3, 2017, the Board created a Compensation Committee of the Board (the “Compensation Committee”) and appointed Messrs. Stark, Hall and Compton as its members. Mr. Stark serves as the Chairperson of the Compensation Committee.

The Compensation Committee is responsible for, among other matters: (i) reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, (ii) determining, or recommending to the Board for determination, the Chief Executive Officer’s compensation level based on this evaluation, (iii) determining, or recommending to the Board for determination, the compensation of directors and all other executive officers, (iv) discharging the responsibility of the Board with respect to the Company’s incentive compensation plans and equity-based plans, (v) overseeing compliance with respect to compensation matters, (vi) reviewing and approving severance or similar termination payments to any current or former executive officer of the Company, and (vii) preparing an annual Compensation Committee Report, if required by applicable Securities and Exchange Commission ("SEC") rules.

Notification Letters from NASDAQ

NASDAQ Listing Rule 5620(a) (the "Annual Meeting Rule") requires the Company to hold an annual meeting of shareholders within twelve months of the end of our fiscal year. We did not hold an annual meeting during 2016, and therefore, we are not in compliance with the Annual Meeting Rule. On January 4, 2017, we received a notification letter from a Senior Director of NASDAQ Listing Qualifications, which stated that our failure to hold our annual meeting by December 31, 2016 serves as an additional basis for delisting the Company's securities and that the hearings panel will consider this matter in their decision regarding our continued listing on the NASDAQ Global Select Market. On January 11, 2017, we submitted a response requesting an extension to hold an annual meeting and regain compliance with the Annual Meeting Rule.

On March 6, 2017, we received a notification letter from a Director of NASDAQ Listing Qualifications informing us that because we had not yet filed this Form 10-K for the year ended December 31, 2016, the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC. The letter noted that on February 24, 2017, we filed our Form 10-Q for the period ended September 30, 2016, and as a result regained compliance with Listing Rule 5250(c)(1). The Notification Letter also noted that, per listing Rule 5815(c)(1)(F), the NASDAQ Hearings Panel may grant us an exception period not to exceed 360 days from the due date of the Form 10-K for the year ended December 31, 2016, or February 26, 2018. The notification letter had no immediate effect on the listing of our common stock on the NASDAQ Global Select Market.

On March 20, 2017, we received a notification letter from a Hearings Advisor from the NASDAQ Office of General Counsel informing us that the hearings panel granted us an extension until June 30, 2017 to regain compliance with NASDAQ’s continued listing requirements with respect to this Form 10-K for the year ended December 31, 2016, our Form 10-Q for the first quarter of 2017 and our delinquency in holding our annual meeting during the year ended December 31, 2016. On May 12, 2017, we received a notification letter from a Senior Director of NASDAQ Listing Qualifications stating that because we had not yet filed our Form 10-Q for the first quarter of 2017, this served as an additional basis for delisting the Company's securities from the NASDAQ Global Select Market.

On June 29, 2017, we received a notification letter from a Hearings Advisor from the NASDAQ Office of General Counsel informing us that the hearings panel granted us further extensions to regain compliance with NASDAQ's continued listing requirements. Under these extensions, the Company's Class A common stock will remain listed on the NASDAQ Global Select Market, subject to the requirement that this Form 10-K for the year ended December 31, 2016 be filed with the SEC by July 24, 2017, our annual meeting of stockholders be held by August 24, 2017, our Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and our Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017. The hearings panel also requested certain additional information, which the Company provided on July 10, 2017. The hearings panel reserved the right to reconsider the terms of the extension and the NASDAQ Listing and Hearing Review Council may determine to review the hearing panel's decision. This Form 10-K for the year ended December 31, 2016 was filed with the SEC prior to July 24, 2017. We have not yet held our annual meeting for 2016 or filed our Form 10-Q for the first quarter of 2017.



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