SunPower CEO says proposal amending 2023 Equity Incentive Plan is ‘critical’

T.J. Rodgers, the CEO of SunPower (SPWR), published an open letter to shareholders regarding the Company’s 2025 Annual Meeting and proxy vote, which read in part, “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, 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 just $4.5 million in Q2’24, to $81.1 million in Q4’24 purchase, and to $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 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.”