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  4. [8-K] Sunrun Inc. Reports Material Event

Sunrun (NASDAQ: RUN) investors back all 2026 director, pay and auditor votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sunrun Inc. held its Annual Meeting of Stockholders on May 28, 2026, where three key matters were put to a vote. Stockholders elected nine directors, each receiving between 161,130,466 and 167,380,650 votes for, with broker non-votes of 16,204,255 for every nominee.

Stockholders also approved, on an advisory basis, the compensation of Sunrun’s named executive officers, with 145,049,083 votes for, 17,391,682 against, and 5,438,860 abstentions. Finally, they ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 180,637,024 votes for, 3,273,733 against, and 173,123 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for highest-supported director 167,380,650 votes Craig Cornelius director election at 2026 annual meeting
Votes for lowest-supported director 161,130,466 votes Sonita Lontoh director election at 2026 annual meeting
Say-on-pay votes for 145,049,083 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 17,391,682 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 180,637,024 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 3,273,733 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Annual Meeting of Stockholders financial
"On May 28, 2026, Sunrun Inc. held its Annual Meeting of Stockholders"
broker non-votes financial
"The votes were cast as follows ... Broker Non-Votes 16,204,255"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Proposal 2: Advisory vote on the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"On an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement was approved"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
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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) May 28, 2026
________________________________________________
Sunrun Inc.
(Exact name of registrant as specified in its charter)
________________________________________________
Delaware001-3751126-2841711
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)
600 California Street, Suite 1800
San Francisco, California 94108
(Address of principal executive offices, including zip code)
(415) 580-6900
(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 (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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareRUNNasdaq Global Select Market
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.
On May 28, 2026, Sunrun Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) via a virtual-only meeting format.
At the Annual Meeting, the stockholders of the Company considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1: Election of nine nominees to serve as directors until the 2027 annual meeting of stockholders and until his or her successors are duly elected and qualified or until his or her earlier resignation, death or removal. The votes were cast as follows:
DirectorVotes ForVotes WithheldBroker Non-Votes
Lynn Jurich164,544,6653,334,96016,204,255
Alan Ferber166,921,592958,03316,204,255
John Trinta167,307,542572,08316,204,255
Leslie Dach165,203,5552,676,07016,204,255
Edward Fenster164,523,3903,356,23516,204,255
Mary Powell167,310,356569,26916,204,255
Katherine August de-Wilde166,440,1691,439,45616,204,255
Sonita Lontoh161,130,4666,749,15916,204,255
Craig Cornelius167,380,650498,97516,204,255
Lynn Jurich, Alan Ferber, John Trinta, Leslie Dach, Edward Fenster, Mary Powell, Katherine August de-Wilde, Sonita Lontoh, and Craig Cornelius were duly elected as directors.
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers. The votes were cast as follows:
Votes ForAgainstAbstainBroker Non-Votes
145,049,08317,391,6825,438,86016,204,255

On an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement was approved by the stockholders.

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

Votes ForAgainstAbstainBroker Non-Votes
180,637,0243,273,733173,123—
Item 9.01 Financial Statements and Exhibits.
(d)      Exhibits.
 
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the inline XRBL document).

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.
 
SUNRUN INC.
By:/s/ Jeanna Steele
Jeanna Steele
Chief Legal Officer and Chief People Officer

Date: May 28, 2026




Source: View Original Filing on SEC EDGAR

FAQ

What did Sunrun Inc. (RUN) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing nine directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent auditor for 2026. All three proposals received sufficient support to pass at the May 28, 2026 virtual-only meeting.

Were all Sunrun (RUN) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected. Vote totals for individual nominees ranged from 161,130,466 to 167,380,650 votes for, with broker non-votes of 16,204,255 for each. This result keeps the full board in place through the 2027 annual meeting, subject to earlier changes.

How did Sunrun (RUN) shareholders vote on executive compensation in 2026?

Shareholders approved Sunrun’s named executive officer compensation on an advisory basis. The proposal received 145,049,083 votes for, 17,391,682 against, and 5,438,860 abstentions, with 16,204,255 broker non-votes. This indicates overall support for the pay programs disclosed in the proxy statement.

Which audit firm did Sunrun (RUN) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Sunrun’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with 180,637,024 votes for, 3,273,733 against, and 173,123 abstentions, and no broker non-votes reported on this proposal.

How many votes supported Sunrun (RUN) director Lynn Jurich in the 2026 election?

Director Lynn Jurich received 164,544,665 votes for and 3,334,960 votes withheld, with 16,204,255 broker non-votes. These results mean Jurich was duly elected to serve as a director until the 2027 annual meeting, or until earlier resignation, death, or removal.

What were the overall voting results for Sunrun (RUN) executive pay and auditor items?

Executive compensation was approved with 145,049,083 votes for versus 17,391,682 against and 5,438,860 abstentions. Ernst & Young LLP’s ratification as auditor received stronger support, with 180,637,024 votes for, 3,273,733 against, and 173,123 abstentions, reflecting broad shareholder backing for the audit appointment.

Filing Exhibits & Attachments

3 documents

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