SunPower Inc. (SPWR) Earnings Call Transcript & Summary

Good morning, and welcome to the 2024 Annual Meeting of Stockholders for Complete Solaria Inc. I am T.J. Rodgers, the CEO and Executive Chairman of Complete Solaria. I will Chair this meeting. Thank you for participating in today's meeting. I am now officially calling it to order. I would like to thank the other Board members who have attended Dan Foley, our Chief Financial Officer; and Jason Cuda of BDO, are also in attendance, BDO being our auditors. Dan will serve as the Secretary of the meeting. Leicia Savinetti is with us as a representative of Continental and has taken the oath of Inspector of Elections. Purposes today to vote -- to announce the proxy statement vote. Those votes have been coming in and then we keep running tally. If you want -- can they vote -- let me ask this question, can they vote now if they have a vote? Okay. I don't have an answer to that question. Stockholders at today's meeting are being asked to vote on the following proposals described in the proxy statement. I do know that all the issues have been decided. Normally I'm used to the fact that people wanting to add to the vote can do it real time at the meeting. One, to elect the 9 directors to serve until the 2025 annual meeting; two, to ratify the selection of BDO as our accounting firm; three, to approve the issuance of common stock under the 7% Convertible Notes in an amount that may be equal to or exceed 20% of our outstanding stock; and fourth, to approve the issuance of common stock under the White Lion Purchase Agreement in an amount that may equal or exceed 20% of our outstanding stock. Dan has certified the list of eligible stockholders entitled to vote in this meeting and he advised that a quorum is present at the meeting and present includes people who voted but aren't physically here. I will now ask him to make his report and discuss the procedures for transacting business of the meeting. Dan?

Thank you, T.J. Continental delivered an affidavit for the distribution of the notice of the meeting, which states that the proxy materials were mailed on October 25, 2024. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. There were 53,985,937 shares of common stock outstanding on the record date. A list of registered stockholders on the record date is available on the virtual annual meeting web page. We will accept general questions from stockholders or proxy holders, which may be submitted during the meeting by following the instructions on the virtual annual meeting web page. You must be logged into the meeting web page to submit questions. To ask a question, we will follow up with you directly after the meeting.

Okay. Now the formal business of the meeting, the meeting is now open and ready for business to consider and vote on the proposals described in the proxy statement and summarized by Dan. As set forth in the proxy statement, the Board of Directors unanimously recommends that the stockholders vote for each of the proposals. The meeting is now for a discussion of the proposals. Questions are limited to the proposals presented, questions must be submitted through the meeting web page. And if you must -- and you must be logged into the meeting web page to ask questions. As a reminder, we will address other questions submitted after the meeting. I declare the polls to be open. If you have already voted by proxy and do not wish to change your vote, you need not vote in this meeting. If you wish to revoke your proxy and change your vote, you may do so now by following the instructions on the virtual annual meeting web page. If you need to vote or change your vote, please do so now. We will proceed with the balloting on each of the proposals. So this is a pause to allow people on the web to make change. [Voting]

Okay. I am declaring the polls closed. I understand that the votes have been counted and the preliminary report of the Inspector of Elections has been delivered to the company. Dan, you will please announce the results of the shareholders -- stockholders vote.

Thank you, T.J. The preliminary report of the Inspector of Elections indicates that each nominee for director has been elected to serve until the 2025 Annual Meeting of Stockholders. These candidates received the highest number of votes constituting a plurality of the votes cast. BDO has been approved as the company's independent registered public accounting firm for the year ending December 31, 2024, by affirmative vote of a majority of the votes cast. The proposal to issue shares of common stock under the 7% Convertible Notes has been approved by the stockholders by the affirmative vote of a majority of the total votes cast. The proposal for the issuance of shares of our common stock issuable under the White Lion Purchase Agreement has been approved by stockholders by the affirmative vote of the majority of the total votes cast.

Okay. I'll wrap up. Thank you, Dan. Please file the final report with the minutes of the meeting. This completes the business to be conducted. Let me ask if any questions have come in over the website. I now declare that the 2024 Annual Meeting of Stockholders of Complete Solaria, Inc. is hereby adjourned. I'd like to thank you for your participation and interest. Good day.