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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 14, 2025

Date of Report (Date of earliest event reported): April 22, 2025

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ENPHASE ENERGY, INC.

(Exact name of registrant as specified in its charter)

________________________________________________

Delaware

001-35480

20-4645388

(State or other jurisdiction of incorporation)

(Commission File ~~No.~~Number)

(IRS Employer Identification No.)

47281 Bayside Parkway

Fremont, CA 94538

(Address of principal executive offices, including zip code)

(707) 774-7000

(Registrant’s telephone number, including area code)

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 obligation 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, $0.00001 par value per share

ENPH

Nasdaq Global 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 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~May 2214, 2025, Enphase Energy, Inc. (the “Company”) ~~issued~~held aits ~~press~~2025 ~~release~~Annual ~~announcing~~Meeting ~~the~~of ~~Company’s~~Stockholders ~~financial results for~~ (the ~~first~~“Annual ~~quarter ended March 31, 2025~~Meeting”). AAt ~~copy~~the ofAnnual Meeting, the ~~press~~Company’s ~~release~~stockholders isapproved ~~furnished~~an asamendment ~~Exhibit~~and ~~99.1~~restatement to ~~this report. Information on~~ the Company’s ~~website~~2021 isEquity ~~not,~~Incentive ~~and~~Plan ~~will~~(the ~~not~~“2021 bePlan”) ~~deemed,~~to aincrease ~~part~~the number of ~~this~~shares ~~report~~of ~~or incorporated into this or any other filings that~~ the Company’s ~~makes~~common ~~with~~stock ~~the~~reserved ~~Securities~~for ~~and~~issuance ~~Exchange~~thereunder ~~Commission~~by 4,000,000 shares.

The ~~information~~foregoing indescription ~~Item 2.02~~ of ~~this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~2021 ~~Exchange~~Plan ~~Act~~is ofqualified ~~1934,~~in asits ~~amended~~entirety ~~(the~~by ~~“Exchange~~reference ~~Act”), or subject~~ to the ~~liabilities~~full oftext ~~that Section or Sections 11 and 12(a)(2)~~ of the ~~Securities~~2021 ~~Act of 1933~~Plan, ~~as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document~~ filed ~~under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except~~ as ~~shall~~Exhibit be10.1 ~~expressly set forth by specific reference in such a filing~~hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 14, 2025. Proxies for the Annual Meeting were solicited by the Company's Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitations. As of March 20, 2025, the record date for the Annual Meeting, 131,185,907 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 106,051,557 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:

Proposal 1: Election of Directors

Steven J. Gomo and Thurman John Rodgers were elected as directors to hold office until the 2028 Annual Meeting of Stockholders by the following vote:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steven J. Gomo	77,174,368	10,655,720	18,221,469
Thurman John Rodgers	33,977,145	53,852,943	18,221,469

In addition to the directors elected above, Badri Kothandaraman, Jamie Haenggi, Benjamin Kortlang, Joseph Malchow and Richard Mora, continue to serve as directors after the Annual Meeting.

Mr. Rodgers received the required plurality of votes to be elected to serve on the Board; however, he did not receive a majority of the votes cast. The Company believes this outcome was primarily due to certain stockholders’ concerns regarding his service on two additional public company boards, in addition to his role as a public company executive officer. While Mr. Rodgers complies with the overboarding policies of a leading independent proxy advisory firm, some institutional stockholders and the other leading advisory firm apply more restrictive proxy voting guidelines on that issue. The Nominating and Corporate Governance Committee of the Board, excluding Mr. Rodgers, will review the matter and provide a recommendation to the full Board, which will also make its determination on the matter without Mr. Rodgers’ participation, pursuant to the Company’s Corporate Governance Guidelines. The Company will disclose the Board’s decision and the rationale thereof in a Current Report on Form 8-K within ninety (90) days of the date of the Annual Meeting.

Proposal 2: Advisory Vote on the Compensation of Named Executive Officers

The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following vote:


Votes For	Votes Against	Abstentions	Broker Non-Votes
75,020,823	12,688,703	120,562	18,221,469

Proposal 3: Approval of an amendment and restatement of the Enphase Energy, Inc. 2021 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 4,000,000 shares

The amendment and restatement of the 2021 Plan was approved, on an advisory basis, by the following vote:


Votes For	Votes Against	Abstentions	Broker Non-Votes
63,891,943	23,842,662	95,483	18,221,469

Proposal 4: Ratification of Appointment of Deloitte & Touche LLP

The selection of Deloitte & Touche LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the following vote:


Votes For	Votes Against	Abstentions
103,688,650	2,206,863	156,044

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
99.1						Press release dated April 22, 2025, entitled “Enphase Energy Reports Financial Results for the First Quarter of 2025”
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d)Exhibits.

SIGNATURES


Exhibit Number						Description
10.1						Amended and Restated 2021 Equity Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:	April 22, 2025	ENPHASE ENERGY, INC.
By: May 20, 2025	ENPHASE ENERGY, INC.
	By:	~~By:~~/s/ Mandy Yang	~~/s/ Mandy Yang~~
		Mandy Yang	~~Mandy Yang~~
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
		Executive Vice President and Chief Financial Officer

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