CEO T.J. Rodgers Letter to SPWR Shareholders
May 12 2025 - 8:30AM
T.J. Rodgers, the CEO of SunPower (aka Complete Solaria, Inc.)
(“SunPower” or the “Company”) (Nasdaq: SPWR), a solar technology,
services, and installation company, today published an open letter
to shareholders regarding the Company’s 2025 Annual Meeting and
proxy vote. The contents of the letter are below:
May 12, 2025
45700 Northport Loop EastFremont,
California 94538
Dear [Investor],
I am writing to you as one of our
largest SunPower shareholders [Nasdaq: SPWR] to ask for your proxy
vote in our ‘virtual’ annual meeting of stockholders at 11:00 a.m.
Pacific Time on Thursday, May 29, 2025. While annual meetings have
shrunk in size, this particular virtual meeting is critical to the
new SunPower and its shareholders. We need shareholder approval for
three proposals. The first two proposals are both
non-controversial: to re-elect the board and to re-appoint our
auditors.
The third proposal is critical: to
approve an amendment to our 2023 Equity Incentive Plan to reserve
an additional 21.6 million shares of Common Stock for issuance to
new employees under the plan. That’s a big number, about 27% of the
total outstanding 80.2 million share count reported in our recent
audited 10K report.
This vote is critical to our Company
because we have hired and offered board-approved sign-on options to
841 old-SunPower employees that have not yet been formally granted
(because any change in the Equity Plan itself requires not just
board approval, but also shareholder approval). Our SunPower asset
acquisition raised the headcount of tiny Complete Solar (CSLR),
very quickly from just 65 employees to 906 in a
minnow-swallows-whale reverse acquisition, triggering the Equity
Plan update. That transaction greatly benefited shareholders by
driving old-CSLR quarterly revenue from 1) just $4.5 million in
Q2’24, to 2) $81.1 million in Q4’24 purchase, and to 3) $80.2
million in Q1’25 with SunPower’s first profit in four-plus
years.
The deal to shareholders is
compelling: if you give us 1.27x more stock we will give you 17x
revenue growth and turn profitable.
The 21.6 million share request not
only covers the employment offers for old-SunPower employees, but
also includes shares for our sales force, shares for our directors,
who have agreed to be paid in stock for 2024 and 2025, shares for
hiring future employees, and a block of shares to issue new-hire
equity awards in connection with a potential acquisition to grow
SunPower inorganically.
Finally, the “new-hire stock” for the
SunPower employees is not a one-time grant. It is in the form of
restricted stock units (RSUs) that will vest over five years to
ensure continuity and commitment from each of our employees,
Silicon Valley style. I believe in the Silicon Valley model that
makes all employees shareholders and incentivizes them to drive
shareholder returns, and I am thus seeking your support for that
principle.
You should have already received your
proxy voting materials. If you have not or are having issues voting
your shares, you may reach out to our CFO, Daniel Foley via cell at
(858)-212-9594 or via email at daniel.foley@sunpower.com and he
will assist you. We appreciate your continued support for SunPower
and would appreciate your support at our May 29th annual meeting as
we work to grow the new SunPower rapidly to the benefit of all
shareholders.
Sincerely,
T.J. RodgersCEO
About the CompanyThe Company
has become a leading residential solar services provider in North
America. The Company’s digital platform and installation services
support energy needs for customers wishing to make the transition
to a more energy-efficient lifestyle. For more information visit
www.sunpower.com.
Forward Looking
Statements This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, about us and our
industry that involve substantial risks and uncertainties.
Forward-looking statements generally relate to future events or our
future financial or operating performance. In some cases, you can
identify forward-looking statements because they contain words such
as “will,” “goal,” “prioritize,” “plan,” “target,” “expect,”
“focus,” “forecast,” “look forward,” “opportunity,” “believe,”
“estimate,” “continue,” “anticipate,” and “pursue” or the negative
of these terms or similar expressions. Forward-looking statements
in this press release include, without limitation, our Q1’25
revenue projection, our expectations regarding our Q1’25 and fiscal
2025 financial performance, including with respect to our Q1’25 and
fiscal 2025 combined revenues and profit before tax loss,
expectations and plans relating to further headcount reduction,
cost control efforts, and our expectations with respect to when we
achieve breakeven operating income and positive operating income,
including our forecast to be operating income breakeven in Q2’25.
Actual results could differ materially from these forward-looking
statements as a result of certain risks and uncertainties,
including, without limitation, our ability to implement further
headcount reductions and cost controls, our ability to integrate
and operate the combined business with the SunPower assets, our
ability to achieve the anticipated benefits of the SunPower
acquisition, global market conditions, any adjustments, changes or
revisions to our financial results arising from our financial
closing procedures, the completion of our audit and financial
statements for Q1’25 and fiscal 2025, and other risks and
uncertainties applicable to our business. For additional
information on these risks and uncertainties and other potential
factors that could affect our business and financial results or
cause actual results to differ from the results predicted, readers
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of our
annual report on Form 10-K to be filed with the SEC on April 30,
2025, our quarterly reports on Form 10-Q filed with the SEC and
other documents that we have filed with, or will file with, the
SEC. Such filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements in this press release speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and SunPower assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Company Contact:Dan
FoleyCFOdaniel.foley@sunpower.com (858) 212-9594 |
Sioban Hickie VP Investor Relations &
MarketingIR@sunpower.com(801) 477-5847 |
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A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/ddcfd359-19b9-44ba-9fbb-ddf631fdb62b
Source: SunPower
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