true 0001758766 0001758766 2024-08-06 2024-08-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

Amendment No. 1

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 6, 2024

 

 

STEM, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39455   85-1972187

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

4 Embarcadero Ctr., Suite 710, San Francisco, California 94111

(Address of principal executive offices including zip code)

1-877-374-7836

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)

 

☐

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   STEM   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. ☐

 

 

 

Explanatory Note

Stem, Inc. (the “Company”) is filing this Form 8-K/A as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by the Company on August 8, 2024 (the “Original 8-K”), reporting that William Bush would be stepping down as Chief Financial Officer of the Company, effective September 2, 2024. Mr. Bush’s employment with the Company ended on November 8, 2024 (the “Separation Date”). The Company is filing this Amendment to the Original 8-K to disclose material terms of a separation and release of claims agreement that the Company entered into with Mr. Bush on January 30, 2025 in connection with his departure, which was not yet finalized at the time of the filing of the Original 8-K.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2025, the Company and Mr. Bush entered into a Separation and Release of Claims Agreement (the “Separation Agreement”), pursuant to which Mr. Bush is entitled to receive the following payments and benefits in accordance with the existing terms of his employment agreement with the Company: (i) a cash payment of $318,750, being equal to nine months of his annual base salary in effect on the Separation Date, less applicable withholdings, (ii) payment of a pro rata portion of his annual incentive bonus for fiscal year 2024, based on actual achievement of the applicable bonus objectives and conditions determined by the Company’s Board of Directors, and (iii) reimbursement for up to nine months following the Separation Date for 100% of the monthly premium costs of continuation coverage under COBRA. The Separation Agreement further provides that (1) all of Mr. Bush’s outstanding and unvested stock options and restricted stock units as of the Separation Date will be cancelled and forfeited automatically, and (2) all of his stock options that are vested as of the Separation Date will remain exercisable until the earlier of (A) the date three months following the Separation Date and (B) the expiration of the term of such stock options as set forth in the applicable award agreement. All of the foregoing are in consideration of Mr. Bush’s non-revocation of the release of claims in favor of the Company, and his continued compliance with certain confidentiality, non-disparagement, and non-competition covenants.

The foregoing is a summary description of certain material terms of the Separation Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.

 

2

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.

 

   

STEM, INC.

  
Date: February 4, 2025    

By:

  

/s/ Saul R. Laureles

     

Name:

  

Saul R. Laureles

     

Title:

  

Chief Legal Officer and Secretary

 

3

v3.25.0.1
Document and Entity Information
Aug. 06, 2024
Cover [Abstract]  
Amendment Flag true
Entity Central Index Key 0001758766
Document Type 8-K/A
Document Period End Date Aug. 06, 2024
Entity Registrant Name STEM, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-39455
Entity Tax Identification Number 85-1972187
Entity Address, Address Line One 4 Embarcadero Ctr.
Entity Address, Address Line Two Suite 710
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94111
City Area Code 1-877
Local Phone Number 374-7836
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.0001
Trading Symbol STEM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Description Stem, Inc. (the “Company”) is filing this Form 8-K/A as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by the Company on August 8, 2024 (the “Original 8-K”), reporting that William Bush would be stepping down as Chief Financial Officer of the Company, effective September 2, 2024. Mr. Bush’s employment with the Company ended on November 8, 2024 (the “Separation Date”). The Company is filing this Amendment to the Original 8-K to disclose material terms of a separation and release of claims agreement that the Company entered into with Mr. Bush on January 30, 2025 in connection with his departure, which was not yet finalized at the time of the filing of the Original 8-K.
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