8-K

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): January 23, 2020 (January 16, 2020)

_______________________________________________________________________________

Sunnova Energy International Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________

Delaware	001-38995	30-1192746
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

20 East Greenway Plaza, Suite 475

Houston, Texas 77046

(Address, including zip code, of principal executive offices)

(281) 985-9904

(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 (see General Instruction A.2):

☐	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, $0.0001 par value per share	NOVA	New 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. ☒

Item 5.08. Shareholder Director Nominations.

On January 16, 2020, the Board of Directors of Sunnova Energy International Inc. ("Sunnova") determined that Sunnova's 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") will be held on May 20, 2020. Because the expected date of the 2020 Annual Meeting represents a change of more than 30 days from the deemed anniversary of Sunnova's preceding year's annual stockholders' meeting (the "2019 Annual Meeting"), Sunnova has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for inclusion in Sunnova's proxy materials for the 2020 Annual Meeting. Pursuant to Sunnova's second amended and restated bylaws ("Second Amended and Restated Bylaws") and the rules of the Securities and Exchange Commission ("SEC"), Sunnova is providing notice of the revised deadlines for such proposals by means of this Form 8-K.

Any stockholder proposal intended to be considered for inclusion in Sunnova's proxy materials for the 2020 Annual Meeting in accordance with Rule 14a-8 must be delivered to, or mailed and received at, Sunnova's principal executive offices at 20 East Greenway Plaza, Suite 475, Houston, Texas 77046 on or before the close of business on February 20, 2020, which Sunnova has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2020 Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in Sunnova's proxy materials for the 2020 Annual Meeting must also comply with all applicable SEC rules.

In addition, any stockholder who intends to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the 2020 Annual Meeting and does not desire to have that proposal included in Sunnova's proxy materials for the 2020 Annual Meeting must ensure that notice of any such nomination or proposal (including certain additional information specified in Sunnova's Second Amended and Restated Bylaws) is delivered to, or mailed and received at, Sunnova's principal executive offices on or before the close of business on February 20, 2020.

Item 7.01. Regulation FD Disclosure.

On January 23, 2020, Sunnova issued a press release announcing the date of the 2020 Annual Meeting and the fourth quarter 2019 earnings release date and conference call. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this current report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press release dated January 23, 2020
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

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.

	SUNNOVA ENERGY INTERNATIONAL INC.
Date: January 23, 2020	By:	/s/ Walter A. Baker
		Walter A. Baker
		Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Sunnova Announces Date of 2020 Annual Meeting of Stockholders and Fourth Quarter 2019 Earnings Release Date and Conference Call

2020 Annual Meeting of Stockholders Date

HOUSTON, TX — January 23, 2020 - Sunnova Energy International Inc. (NYSE: NOVA), one of the leading U.S residential solar and energy storage service providers, announced that it will hold its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") on May 20, 2020. The time and location of the 2020 Annual Meeting will be specified in Sunnova's 2020 proxy statement.

Stockholders of record of Sunnova common stock at the close of business on March 23, 2020 are entitled to notice of, and to vote at, the meeting. Sunnova expects the notice of the 2020 Annual Meeting and Definitive Proxy Statement will be mailed to stockholders on or about April 13, 2020. In addition, the Definitive Proxy Statement and 2019 Annual Report ("Form 10-K") will also be available online on the Investor Relations section of Sunnova's website at www.sunnova.com on or after April 13, 2020.

Because the expected date of the 2020 Annual Meeting represents a change of more than 30 days from the deemed anniversary of Sunnova's preceding year's annual stockholders' meeting, Sunnova has set a new deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for inclusion in Sunnova's proxy materials for the 2020 Annual Meeting. To be considered for inclusion, such proposals must be received in writing by Sunnova before the close of business on February 20, 2020.

Fourth Quarter 2019 Earnings Release Date and Financial and Operational Results Conference Call

Sunnova also announced that it will release its fourth quarter and full-year 2019 results after the market closes on February 24, 2020, to be followed by a conference call to discuss the results at 8:30 a.m. Eastern Time on the following day, February 25, 2020.

The conference call can be accessed live over the phone by dialing 1-866-211-4135, or for international callers, 1-647-689-6729. A replay will be available two hours after the call and can be accessed by dialing 1-800-585-8367, or for international callers, 1-416-621-4642. The conference ID for the live call and the replay is 1496478. The replay will be available until March 3, 2020.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of Sunnova’s website at www.sunnova.com.

ABOUT SUNNOVA

Sunnova is a leading residential solar and energy storage service provider, serving customers in more than 20 U.S. states and territories. Our goal is to be the leading provider of clean, affordable and reliable energy for consumers, and we operate with a simple mission: to power energy independence.

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For more information, visit www.sunnova.com, follow us on Twitter @Sunnova_Solar andconnect with us on Facebook.

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. Forward-looking statements generally relate to future events or Sunnova's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expect," "plan," "anticipate," "going to," "could," "intend," "target," "project," "contemplates," "believe," "estimate," "predict," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern Sunnova's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding the date of the 2020 Annual Meeting, the record date, the date of mailing notice of the 2020 Annual Meeting and proxy materials, the date materials will be available online, the deadline for receipt of stockholder proposals and the date and time of the conference call. Sunnova's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks regarding our ability to forecast our business due to our limited operating history, our competition, fluctuations in the solar and home-building markets, availability of capital, our ability to attract and retain dealers and customers and our dealer and strategic partner relationships. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in Sunnova's filings with the Securities and Exchange Commission, including Sunnova's prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 26, 2019 and in our Annual Report on Form 10-K that will be filed on a later date. The forward-looking statements in this release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.

CONTACTS

Kelsey Hultberg

Sunnova Energy International Inc.

Kelsey.Hultberg@sunnova.com

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XML

Cover Page Document	Jan. 23, 2020
Cover page.
Document Type	8-K
Document Period End Date	Jan. 23, 2020
Entity Registrant Name	Sunnova Energy International Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38995
Entity Tax Identification Number	30-1192746
Entity Address, Address Line One	20 East Greenway Plaza, Suite 475
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77046
City Area Code	281
Local Phone Number	985-9904
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NOVA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001772695
Amendment Flag	false