Document/ExhibitDescriptionPagesSize 1: 8-K 8-K - Appointment of R. Falu - Director HTML 40K
5: R1 Cover HTML 48K
8: XML IDEA XML File -- Filing Summary XML 11K
6: XML XBRL Instance -- flnc-20220916_htm XML 22K
7: EXCEL IDEA Workbook of Financial Reports XLSX 8K
3: EX-101.LAB XBRL Labels -- flnc-20220916_lab XML 72K
4: EX-101.PRE XBRL Presentations -- flnc-20220916_pre XML 35K
2: EX-101.SCH XBRL Schema -- flnc-20220916 XSD 10K
9: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
10: ZIP XBRL Zipped Folder -- 0001868941-22-000107-xbrl Zip 17K
(Address of principal executive offices) (Zip Code)
i(833)i358-3623
(Registrant’s telephone number, including area code)
N/A
(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 obligation of the registrant under any of the following provisions:
io
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
io
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
io
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
io
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
iClass
A Common Stock, $0.00001 par value per share
iFLNC
iThe Nasdaq 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 i☒
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. io
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On September 16, 2022, the Board of Directors (the “Board”) of Fluence Energy, Inc. (the “Company”) appointed Mr. Ricardo Falu to serve as a director on the Company’s Board to fill the AES Grid Stability, LLC (“AES Grid Stability”) designee vacancy, pursuant to AES Grid Stability's director appointment right under the Company’s Stockholders Agreement, dated as of October 27, 2021, by and among the
Company, Siemens Industry, Inc. (“Siemens Industry”), AES Grid Stability, and Qatar Holding LLC (as amended and modified from time to time, the “Stockholders Agreement”), with immediate effect. Mr. Falu will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2023 and until his respective successor is duly elected and qualified or his earlier death, disqualification, resignation or removal, subject to the terms of the Stockholders Agreement.
The AES Grid Stability designee vacancy had been previously created upon Mr. Julian Nebreda’s appointment as Chief Executive Officer and President of the Company, effective September
1, 2022, at which time he ceased to serve as a director designated by AES Grid Stability and is now serving as a director on the Board in his capacity as a management representative of the Company. Mr. Falu, Senior Vice President and Chief Strategy and Commercial Officer at the AES Corporation ("AES"), was designated as a nominee to the Board by AES Grid Stability pursuant to its right under the Stockholders Agreement to designate for nomination to the Board up to three directors so long as the AES Related Parties (as defined in the Stockholders Agreement) beneficially own in the aggregate 20% or more of all issued and outstanding shares of the Company’s Class A common stock (including the Underlying Class A Shares (as defined in the Stockholders Agreement)). As previously disclosed in
the Company’s filings with the Securities and Exchange Commission (“SEC”), AES Grid Stability, an indirect subsidiary of AES, is a principal stockholder of the Company and is party to a number of agreements entered into by and among the Company and its other principal shareholders and their respective affiliates which provide a framework for the Company’s relationship with these shareholders, including the Stockholders Agreement. In the ordinary course of our business, AES and its affiliates purchase, and we expect that AES and its affiliates will continue to purchase, our products and services for energy storage projects
in multiple countries.
In connection with his appointment to the Board, Mr. Falu has entered the Company’s standard indemnification agreement for directors and officers (the “Fluence Form D&O Indemnification Agreement”) in the form filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A (File No. 333- 259839), filed with the SEC on October 19, 2021.
Concurrently, the Board appointed current Board member Ms. Tish Mendoza as a member of the Nominating and Corporate Governance Committee, with immediate effect.
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.
