Stem, Inc. Amends 8-K: Director Departure, New Hires, Compensation
Ticker: STEM · Form: 8-K/A · Filed: Mar 26, 2024 · CIK: 1758766
| Field | Detail |
|---|---|
| Company | Stem, Inc. (STEM) |
| Form Type | 8-K/A |
| Filed Date | Mar 26, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $425,000, b, $5,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: director-departure, board-changes, amendment
TL;DR
Stem's board is shuffling: Wood's out, new directors in, and comp plans are changing.
AI Summary
Stem, Inc. filed an amendment (8-K/A) on February 28, 2024, to a previous report concerning the departure of director John Wood, effective February 22, 2024. The amendment also addresses the election of new directors and changes in executive compensation arrangements. Stem, Inc. is a Delaware corporation previously known as Star Peak Energy Transition Corp.
Why It Matters
This filing indicates changes in the company's leadership and governance structure, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can signal underlying issues or strategic shifts that may affect future performance.
Key Players & Entities
- Stem, Inc. (company) — Registrant
- John Wood (person) — Departing Director
- February 28, 2024 (date) — Report Date
- February 22, 2024 (date) — Effective Date of Director Departure
- Star Peak Energy Transition Corp. (company) — Former Company Name
FAQ
Who is the departing director and when was their departure effective?
John Wood is the departing director, and his departure was effective February 22, 2024.
What type of filing is this and what is the report date?
This is a Form 8-K/A (Amendment No. 1), filed as of February 28, 2024.
What are the main topics covered in this amendment?
The amendment covers the departure of a director, the election of new directors, and compensatory arrangements of certain officers.
What was Stem, Inc.'s former name?
Stem, Inc. was formerly known as Star Peak Energy Transition Corp.
In which state is Stem, Inc. incorporated?
Stem, Inc. is incorporated in Delaware.
Filing Stats: 1,000 words · 4 min read · ~3 pages · Grade level 12.6 · Accepted 2024-03-26 16:29:58
Key Financial Figures
- $0.0001 — ch registered Common stock, par value $0.0001 STEM New York Stock Exchange Indicate
- $425,000, b — with the Company: (i) a cash payment of $425,000, being equal to 12 months of his annual ba
- $5,000 — will pay Mr. Schaefer a monthly fee of $5,000, and (ii) the Closing Grant will contin
Filing Documents
- stem-20240228.htm (8-K/A) — 31KB
- 0001758766-24-000062.txt ( ) — 157KB
- stem-20240228.xsd (EX-101.SCH) — 2KB
- stem-20240228_lab.xml (EX-101.LAB) — 22KB
- stem-20240228_pre.xml (EX-101.PRE) — 13KB
- stem-20240228_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On March 23, 2024, the Company and Mr. Schaefer entered into a Separation and Release of Claims Agreement (the "Separation Agreement"), pursuant to which Mr. Schaefer 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 $425,000, being equal to 12 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 a target opportunity of 75% of his base salary in effect on the Separation Date, and (iii) reimbursement during the 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. Schaefer's outstanding and unvested stock options and restricted stock units ("RSUs") as of the Separation Date (other than the Closing Grant, as defined below) will be cancelled and forfeited in accordance with the terms of the related award agreements, (2) all of his stock options that are vested as of the Separation Date will remain exercisable for three months after the Separation Date, and (3) the grant of 667,556 RSUs made on March 14, 2022, which is scheduled to vest 100% on February 1, 2025 (the "Closing Grant"), will continue to vest in accordance with the original terms thereof, provided that Mr. Schaefer performs under the Consulting Agreement (defined below) for the Consulting Period. All of the foregoing are in consideration of Mr. Schaefer's non-revocation of the release of claims in favor of the Company, his continued compliance with certain confidentiality, non-disparagement, and non-competition covenants, and his reaffirmation on the Separation Date (and
SIGNATURES
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: March 26, 2024 By: /s/ Saul R. Laureles Name: Saul R. Laureles Title: Chief Legal Officer and Corporate Secretary _____________________________________________________________________________________________ 4