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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 Earliest Event Reported): September 11, 2024
_______________________________________

STEM, INC.

(Exact name of registrant as specified in its charter)
_______________________________________

Delaware001-3945585-1972187
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
Four Embarcadero Center, Suite 710, San Francisco, California 94111
(Address of principal executive offices including zip code)
1-877-374-7836
Registrant’s telephone number, including area code
_______________________________________

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, par value $0.0001STEMNew York Stock Exchange

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. ☐


2



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

On September 16, 2024, Stem, Inc. (the “Company”) announced that Mr. John Carrington stepped down as Chief Executive Officer of the Company and as a member of the Company’s board of directors (the “Board”), effective September 11, 2024. Mr. Carrington will serve as a strategic advisor to the Company from September 11, 2024 through December 31, 2024 (the “Transition Period”) in order to facilitate an orderly transition.

The Company and Mr. Carrington are negotiating a severance agreement, as well as a transition services agreement for his service during the Transition Period. Upon the execution of such agreements, the Company will file an amendment to this report.

In addition, on September 16, 2024, the Company announced that on September 11, 2024, the Board appointed the Board’s current Chairman and Executive Chair, Mr. David Buzby, age 64, as the Company’s interim Chief Executive Officer (“Interim CEO”), effective September 11, 2024. After his appointment as Interim CEO, Mr. Buzby will continue to serve as the Chairman of the Board and Executive Chair.

Mr. Buzby serves as Chairman of Wondrwall Group Ltd., a UK-based developer of integrated software and hardware systems designed to reduce energy costs and create net-zero homes. Prior to joining Wondrwall in November 2023, he served as an investment advisory committee member at the PRIME Coalition, a 501(c)(3) charity focused on accelerating climate technology, from April 2016 through May 2022. He also has served as the Chief Executive Officer of Bright Plain Renewable Energy, LLC, a company focused on the acquisition and management of solar projects from May 2011 through January 2016. Mr. Buzby holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Middlebury College.

On September 16, 2024, Mr. Buzby entered into an executive employment agreement (the “Agreement”) with the Company in connection with his appointment as Executive Chair, as previously disclosed, and Interim CEO, as disclosed herein. Under the Agreement, Mr. Buzby will serve as Executive Chair and Interim CEO until December 31, 2024, and will receive an annualized base salary of $600,000, less applicable taxes, payroll deductions and withholdings, to be prorated for the total duration of his service in 2024. In connection with his service, he will also receive (a) a cash incentive award under the Company’s annual incentive plan with a target bonus opportunity of 125% of his annual base salary, subject to the Company’s performance and a guaranteed minimum payout of 50% of the target bonus opportunity, to be prorated for the total duration of his service in 2024, and (b) a grant of 400,000 stock options, with an exercise price of $1.00, vesting ratably each month over the term of his service as Executive Chair and Interim CEO, subject to (i) his continued service as Executive Chair and Interim CEO through the applicable vesting dates and (ii) accelerated vesting of all unvested stock options in the event the Company undergoes a change in control or Mr. Buzby is terminated without cause prior to December 31, 2024. During the term of his service, Mr. Buzby will also be entitled to reimbursement of temporary housing expenses not to exceed $6,700 per month and reasonable travel and transportation expenses.

For so long as Mr. Buzby is serving as Executive Chair and Interim CEO, he will not be entitled to any additional cash compensation for his service as Chairman of the Board. All restricted stock units previously granted to Mr. Buzby will continue to vest in accordance with the original terms thereof.

The foregoing is a summary description of certain material terms of the Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2024. The Current Report on Form 8-K filed by the Company on August 8, 2024, which reported Mr. Buzby’s appointment as Executive Chair, is hereby amended by the foregoing summary of the Agreement.

There is no arrangement or understanding between Mr. Buzby and any other person pursuant to which he was appointed as an officer of the Company. Mr. Buzby has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
3


Item 7.01
Regulation FD Disclosure.
On September 16, 2024, the Company issued a press release announcing the leadership change described above. A copy of the press release is furnished as Exhibit 99 hereto and incorporated into this Section 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as part of this report:
Exhibit No.Description
99
104Cover 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.

STEM, INC.
Date: September 16, 2024
By:/s/ Saul R. Laureles
Name:Saul R. Laureles
Title:Chief Legal Officer and Corporate Secretary
_____________________________________________________________________________________________
4
Exhibit 99
Stem Announces CEO Transition

John Carrington Steps Down as CEO, to Serve in Advisory Role for Remainder of 2024

Board Appoints David Buzby as Interim Chief Executive Officer

SAN FRANCISCO, September 16, 2024 – Stem, Inc. (NYSE: STEM), a global leader in artificial intelligence (AI)-driven clean energy software and services, today announced that John Carrington has stepped down as Chief Executive Officer (CEO) and as a member of the Company’s Board of Directors, effective immediately. To ensure a smooth transition, Mr. Carrington will serve in an advisory capacity through December 31, 2024. Stem’s Board, with assistance of an executive search firm, is conducting a search, which will include internal and external candidates, to identify a permanent CEO to lead Stem’s evolution as a leading energy software, technology and services company.

David Buzby, Executive Chair of the Company’s Board of Directors, has been appointed interim CEO, effective immediately. Mr. Buzby will continue to serve in his current role as Executive Chair of the Board of Directors. The Company is concluding its previously announced strategy review and expects to publicly announce the outcome of its review in the coming weeks. The identification of a new permanent CEO is critical to the Company’s successful execution of its new strategy.

Laura D’Andrea Tyson, Stem’s Lead Independent Director, said, “On behalf of the Board, I would like to thank John for his many significant contributions to Stem. During his tenure, John led Stem in the expansion of its technology leadership, as it made vast strides in innovation, raised growth capital, and delivered exceptional service to customers. We wish John the best in his future endeavors.”

Mr. Carrington said, “It has been a privilege to serve as the CEO of Stem for more than a decade, and I am extremely proud of all we accomplished, included building an exceptional leadership team, making Stem a leader in the energy transition, and executing on a successful initial public offering in 2021. I have complete confidence in our outstanding global team, including in David as interim CEO, and look forward to the Company’s evolution in its next phase of software and services growth.”

Ms. Tyson continued, “As a founding investor and since joining Stem’s Board, David has provided outstanding guidance and oversight and has been a driving force in building Stem into a global leader in clean energy solutions. David is an industry veteran with a proven track record of investing in, and building, companies at the forefront of the energy transition. As we conduct our search for a permanent CEO, I am confident that David is the right leader to promote Stem’s focus on growing software and services revenue and on maximizing stockholder value. I also look forward to the instrumental support that Doran Hole, our newly appointed Chief Financial Officer and Executive Vice President, as well as the rest of our very talented senior leadership team, will provide David during this critical time in Stem’s evolution.”

About David Buzby

Exhibit 99

David Buzby has been starting, building and investing in “impact” businesses for the last 33 years with an emphasis on renewable energy generation, energy storage/grid services, decarbonizing the built environment, recycling, carbon removal and lithium production. He currently also sits on the Board of privately held Wondrwall Holdco Ltd. and Spring Valley Acquisition Corp. II (NASD: SVII). Previously, he was an early investor in, and a board member of, Sunrun Inc. (NASD: RUN); a founding investor, Chairman and Chief Executive Officer, of SunEdison, LLC before its sale to MEMC Electronic Materials, Inc. (NYSE:MEMC); and a founding investor, board member and chair of the audit committee of ValueClick (NASD: VCLK) before its sale to Alliance Data Systems Corporation (NYSE:ADS); as well as an investor and board member of many private companies. He has also held senior executive roles in numerous companies, including Chairman, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Mr. Buzby received his M.B.A. from Harvard Business School in 1988 and a B.A. from Middlebury College in 1982.

About Stem

Stem provides clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios. Stem’s leading AI-driven enterprise software platform, Athena® enables organizations to deploy and unlock value from clean energy assets at scale. Powerful applications, including AlsoEnergy’s PowerTrack, simplify and optimize asset management and connect an ecosystem of owners, developers, assets, and markets. Stem also offers integrated partner solutions to help improve returns across energy projects, including storage, solar, and EV fleet charging. For more information, visit www.stem.com.

Forward-Looking Statements

Statements contained in this press release that are not statements of historical fact, including those that relate to the Company’s search for a permanent Chief Executive Officer and our strategy and initiatives, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The potential risks and uncertainties that could cause our actual results, performance or achievements to differ from predicted results, performance or achievements include, among others, difficulties or delays in identifying a permanent Chief Executive Officer; our ability to execute on, and achieve the expected benefits from, our operational and strategic initiatives; our inability to secure sufficient and timely inventory from our suppliers, as well as contracted quantities of equipment; our inability to meet contracted customer demand; supply chain interruptions and manufacturing or delivery delays; disruptions in sales, production, service or other business activities; general macroeconomic and business conditions in key regions of the world, including inflationary pressures, general economic slowdown or a recession, rising interest rates, changes in monetary policy, instability in financial institutions, and the prospect of a shutdown of the U.S. federal government; the direct and indirect effects of widespread health emergencies on our workforce, operations, financial results and cash flows; geopolitical instability, such as the ongoing conflict in Ukraine; the results of operations and financial condition of our customers and suppliers; pricing pressures; severe weather and seasonal factors; our

Exhibit 99
inability to continue to grow and manage our growth effectively; our inability to attract and retain qualified employees and key personnel; our inability to comply with, and the effect on our business of, evolving legal standards and regulations, including those concerning data protection, consumer privacy, sustainability, and evolving labor standards; risks relating to the development and performance of our energy storage systems and software-enabled services; our inability to retain or upgrade current customers, further penetrate existing markets or expand into new markets; the risk that our business, financial condition and results of operations may be adversely affected by other political, economic, business and competitive factors; and other risks and uncertainties discussed in our most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Statements in this press release are made as of the date of this release, and Stem disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

Stem Investor Contacts
Ted Durbin, Stem
Marc Silverberg, ICR
IR@stem.com

Stem Media Contact
Suraya Akbarzad, Stem
press@stem.com

Source: Stem, Inc.

v3.24.3
Cover
Sep. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 11, 2024
Entity Registrant Name STEM, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39455
Entity Tax Identification Number 85-1972187
Entity Address, Address Line One Four Embarcadero Center, Suite 710,
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94111
City Area Code 877
Local Phone Number 374-7836
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001
Trading Symbol STEM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001758766
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