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 8, 2008
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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000-51593
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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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):
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Bonus
Plan.
On May 8,
2008, SunPower Corporation, a Delaware corporation (“SunPower”), adopted its
Amended and Restated Annual Key Employee Bonus Plan (the “Bonus
Plan”). As disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “Commission”) on
February 5, 2008, SunPower’s Board of Directors (the “Board”) approved the
Bonus Plan on January 31, 2008, subject to further approval by the stockholders
of SunPower. The stockholders approved the Bonus Plan at the annual
meeting of stockholders on May 8, 2008. The Bonus Plan is summarized
in such Current Report on Form 8-K and the Proxy Statement on Schedule 14A that
was filed with the Commission on March 25, 2008. A copy of the Bonus
Plan was included as an appendix to such Proxy Statement on Schedule
14A.
Stock
Plan.
Also on
May 8, 2008, SunPower adopted its Second Amended and Restated SunPower
Corporation 2005 Stock Incentive Plan (the “Stock
Plan”). SunPower’s Board approved the Stock Plan on March
4, 2008, subject to further approval by the stockholders of
SunPower. The stockholders approved the Stock Plan at the annual
meeting of stockholders on May 8, 2008. The Stock Plan modified the
pre-existing Amended and Restated SunPower Corporation 2005 Stock Incentive
Plan, effecting the following changes:
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·
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increases
the number of shares of SunPower’s class A common stock reserved for
issuance under the Stock Plan by 1,700,000 shares, for a total of
1,849,663 shares when added to the 149,663 shares reserved for
issuance as of March 12, 2008 record
date;
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·
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provides,
beginning in 2009, for an automatic annual increase in the total number of
shares of class A common stock reserved for issuance under the Stock
Plan;
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·
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makes
certain changes to the permitted qualifying criteria for performance-based
equity awards under the Stock Plan;
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·
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makes
certain changes to the compensation of directors under the Stock
Plan; and
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·
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makes
certain other conforming and technical amendments to the Stock Plan, all
as further described below.
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The Stock
Plan makes two significant changes that will impact the number of shares of
class A common stock reserved for issuance under the Stock
Plan. First, the Stock Plan increases the number of class A
common shares reserved for issuance under the Stock Plan by
1,700,000 shares, for a total of 1,849,663 shares when added to the
149,663 shares reserved for issuance as of March 12, 2008 record
date. Second, the Stock Plan includes an automatic share reserve
increase feature effective for 2009 through 2015. This share reserve
increase feature will cause, beginning in 2009, an annual and automatic increase
in the number of shares of SunPower’s class A common stock reserved for
issuance under the Stock Plan in an amount each year equal to the least
of
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·
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3%
of the outstanding shares of all classes of SunPower’s common stock
measured on the last day of the immediately preceding fiscal
year;
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6,000,000 shares; and
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·
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such
other number of shares as determined by SunPower’s
Board.
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Additionally,
the Stock Plan modifies the permitted qualifying criteria for performance-based
equity awards under the Stock Plan consistent with certain requirements of
Section 162(m) of the Internal Revenue Code. These modifications clarify
that SunPower may make certain adjustments when evaluating performance results
relating to performance awards under the Stock Plan, and enumerates additional
events that may occur during a performance period that SunPower may exclude when
evaluating performance results, as further described in the Stock
Plan.
The Stock
Plan also makes the following changes to the automatic grants of equity awards
to directors under the Stock Plan:
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Eliminates
the initial grant of a Nonstatutory Option (as defined in the Stock Plan)
to purchase 20,000 shares of class A common stock, for
non-employee directors joining the Board after the annual meeting of
stockholders on May 8, 2008 (the “Effective
Date”);
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Eliminates
the current initial grant of 2,000 Restricted Shares (as defined in the
Stock Plan) for non-employee directors joining the Board after the
Effective Date;
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Provides
for non-employee directors joining the Board after the Effective Date to
receive a grant of 6,600 Stock Units (as defined in the Stock Plan)
subject to certain restrictions, which Stock Units will vest annually in
equal installments over a five-year period beginning on the date of
grant;
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Eliminates
the annual grant of 2,000 Restricted Shares for re-elected non-employee
directors;
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Eliminates
the annual grant of an Option (as defined in the Stock Plan) to purchase
6,000 shares of class A common stock, for re-elected
non-employee directors;
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Provides
for non-employee directors who have served for at least six months to
receive, on the first business day following each annual meeting beginning
with the annual meeting of stockholders on May 8, 2008, an annual grant of
4,000 Stock Units that will vest quarterly in equal installments over a
one-year period beginning on the date of
grant;
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Changes,
after the Effective Date, the form of the initial equity grant to the
Chairman of the Board from 10,000 Restricted Shares to a grant of 10,000
Stock Units that will vest quarterly in equal installments over a one-year
period beginning on the date of
grant; and
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·
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Changes,
after the Effective Date, the form of the annual equity grant to the
Chairman of the Board from 10,000 Restricted Shares to a grant of 10,000
Stock Units that will vest quarterly in equal installments over a one-year
period beginning on the date of
grant.
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The Stock
Plan also makes certain other conforming amendments related to the changes
described above, as well as certain technical amendments clarifying the
compliance of the Stock Plan with Section 409A of the Internal Revenue Code
and clarifying that Stock Appreciation Rights and all Stock Options may not have
an exercise price less than the fair market value on the date of
grant. Also, as a result of Internal Revenue Service requirements, in
connection with the automatic share reserve increase, SunPower is setting a
maximum limit of 15 million on the number of incentive stock options that
can be issued under the Stock Plan. SunPower has forecasted this
limit based on the automatic share reserve increase and the remaining term of
the Stock Plan.
The
complete Stock Plan is summarized in greater detail in the Proxy Statement on
Schedule 14A that was filed with the Commission on March 25, 2008, and a copy of
the Stock Plan was included as an appendix to such Proxy Statement on Schedule
14A.
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.
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SUNPOWER
CORPORATION
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Date:
May 14, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
General Counsel and Corporate
Secretary
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