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SunPower director to leave board after 2026 vote

SunPower sets a later 2026 virtual annual meeting date and resets shareholder proposal and director nomination deadlines.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SunPower Inc. (SPWR) reported that director Jamie Haenggi has informed the company she will not stand for reelection at the 2026 Annual Meeting of Stockholders and will continue to serve on the Board until that meeting; her decision is stated as not due to any disagreement with the company or the Board. The company set November 2, 2026 as the date of the 2026 Annual Meeting, which will be held virtually, with a record date of September 18, 2026 for stockholders entitled to vote. Because this meeting date is more than 30 days after the prior year’s annual meeting, SunPower reset the deadlines for shareholder proposals and director nominations, requiring qualified submissions to be received at its Orem, Utah headquarters by the close of business on September 28, 2026 in order to be considered or included in proxy materials under the applicable SEC rules and the company’s bylaws.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.08 Shareholder Director Nominations Governance
Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
2026 Annual Meeting date November 2, 2026 Date set for SunPower’s 2026 Annual Meeting of Stockholders
Record date September 18, 2026 Shareholders of record at close of business on this date may vote at the 2026 Annual Meeting
Proposal and nomination deadline September 28, 2026 Due date for qualified shareholder proposals and director nominations for the 2026 Annual Meeting
Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of common stock at this price
record date financial
"The record date for the 2026 Annual Meeting is September 18, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Rule 14a-8 regulatory
"proposal considered for inclusion in the Company’s proxy materials pursuant to Rule 14a-8"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
Definitive Proxy Statement regulatory
"More detailed information ... will be set forth in the Company’s Definitive Proxy Statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Delaware General Corporation Law regulatory
"must comply with all applicable rules of the SEC, the Delaware General Corporation Law"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is SunPower Inc. (SPWR) director Jamie Haenggi leaving the Board?

Jamie Haenggi notified SunPower that she will not stand for reelection at the 2026 Annual Meeting and will serve as a director until then. The company states that her decision was not due to any disagreement with SunPower or its Board regarding operations, policies, or practices.

When is SunPower’s (SPWR) 2026 Annual Meeting and how will it be held?

SunPower has set its 2026 Annual Meeting of Stockholders for November 2, 2026. The meeting will be held virtually online by means of remote communication, with more details to be provided in the company’s Definitive Proxy Statement on Schedule 14A filed with the SEC.

What is the record date to vote at SunPower’s (SPWR) 2026 Annual Meeting?

The record date for SunPower’s 2026 Annual Meeting is September 18, 2026. Stockholders owning the company’s common stock at the close of business on that date, or their legal proxy holders, are entitled to vote at the 2026 Annual Meeting.

What is the deadline to submit shareholder proposals for SPWR’s 2026 proxy materials?

To have a proposal considered for inclusion in SunPower’s proxy materials under Rule 14a-8, stockholders must ensure it is delivered to and received by the company’s Secretary at its Orem, Utah office no later than September 28, 2026, following all Rule 14a-8 procedures.

How can SPWR stockholders submit director nominations or other business for the 2026 meeting?

Stockholders intending to submit director nominations or other business outside Rule 14a-8 must comply with SEC rules, the Delaware General Corporation Law, and SunPower’s bylaws, and ensure their notice is delivered to the principal executive offices by the close of business on September 28, 2026.

What happens if SunPower receives stockholder proposals after September 28, 2026?

SunPower states that any director nominations or stockholder proposals received after the close of business on September 28, 2026 will be considered untimely. They will not be included in the proxy materials for the 2026 Annual Meeting and will not be considered at the meeting.

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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): September 17, 2026

 

SunPower Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40117   93-2279786
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1403 N. Research Way, Orem, UT   84097
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (877) 299-4943

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 per share   SPWR   The Nasdaq Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   SPWRW   The Nasdaq Capital 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

On September 17, 2026, Jamie Haenggi, a member of the Board of Directors (the “Board”) of SunPower Inc. (the “Company”), informed the Company of her decision not to stand for reelection at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Ms. Haenggi will continue to serve as a director until the 2026 Annual Meeting. Ms. Haenggi’s decision not to stand for reelection was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. 

 

Item 5.08 Shareholder Director Nominations.

 

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

 

Item 8.01 Other Events.

 

The Company has set November 2, 2026 as the date of the 2026 Annual Meeting. The 2026 Annual Meeting will be held virtually online by means of remote communication. More detailed information regarding the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission (“SEC”). The record date for the 2026 Annual Meeting is September 18, 2026. Stockholders owning the Company’s common stock at the close of business on such record date, or their legal proxy holders, are entitled to vote at the 2026 Annual Meeting. The Company reserves the right to change the record date or the meeting date.

 

Because the date of the 2026 Annual Meeting is being delayed by more than 30 days from the anniversary date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby informing shareholders of such change. In addition, because the 2026 Annual Meeting will be held more than 30 days from the anniversary date of the 2025 Annual Meeting, the deadlines for stockholders’ nominations or proposals for consideration at the 2026 Annual Meeting set forth in the Company’s proxy statement for the 2025 Annual Meeting no longer apply. Further, because the 2026 Annual Meeting will be held more than 60 days from the anniversary date of the 2025 Annual Meeting, the deadlines set forth in the proxy statement for the 2025 Annual Meeting for shareholders to submit a notice of a proposal outside the processes of Rule 14a-8 of the Exchange Act and a notice of proposed director nominations, in each case for consideration at the 2026 Annual Meeting, no longer apply. As such, the Company is filing this Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.

 

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at SunPower Inc., 1403 N. Research Way, Orem, UT 84097 no later than September 28, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8.

 

Any stockholder who intends to submit a director nomination or who intends to submit a proposal regarding any matter of business at the 2026 Annual Meeting other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal and related notice comply with all applicable rules of the SEC, the Delaware General Corporation Law and the Company’s Second Amended and Restated Bylaws, and are delivered to, or mailed and received at, the Company’s principal executive offices on or before the close of business on September 28, 2026. Any director nominations and stockholder proposals received after this deadline will be considered untimely and will not be considered for inclusion in the proxy materials for the 2026 Annual Meeting nor will they be considered at the 2026 Annual Meeting.

 

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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: September 17, 2026  
  By: /s/ Thurman J. Rodgers
    Thurman J. Rodgers
    Chief Executive Officer  

 

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