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EX-99.1 - 8-K PRESS RELEASE - SUNEDISON, INC.exhibit991-pressrelease.htm


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): October 30, 2013
 
 
SunEdison, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or other jurisdiction of
Incorporation)
1-13828
(Commission File Number)
56-1505767
(I.R.S. Employer
Identification Number)
 
501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri
 (Address of principal executive offices)
 
63376
(Zip Code)
 
 
(636) 474-5000
(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 provision (see General Instruction A.2 below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a press release dated October 31, 2013, SunEdison, Inc. (the “Company”) announced that its Board of Directors has appointed Georganne C. Proctor to serve as a director, effective October 31, 2013, to fill a vacancy on the board of directors. Ms. Proctor will serve as a Class II director with a term expiring at the Company’s Annual Meeting of Stockholders in 2015. In connection with Ms. Proctor’s appointment, the Board has also appointed Ms. Proctor to the Audit Committee. The Company’s Board of Directors has determined that Ms. Proctor is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
    
Ms. Proctor was nominated by the Company’s Nominating and Corporate Governance Committee (the “Committee”) after a thorough review of all the candidates’ backgrounds, relevant experience and professional and personal reputations. The Committee conducted a formal search for nominees and considered recommendations from Board members and members of management of the Company.

Ms. Proctor will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 12, 2013.

A copy of the Company’s press release announcing the foregoing appointment is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
    
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits     Item

 
99.1
 
Press release dated October 31, 2013








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 thereunto duly authorized.
 
 
  
SUNEDISON, INC.
Date:
October 31, 2013
By:
/s/ Martin H. Truong
 
 
 
Name: Martin H. Truong
Title: Vice President, General Counsel and Corporate Secretary






Exhibit Index
 
Number
 
Item
 
99.1
 
Press release dated October 31, 2013.