Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 29, 2020, TerraForm Power, Inc. ("TerraForm Power", "TERP" or the "Company") held its annual meeting of stockholders for 2020 (the "2020 Annual Meeting"). Set forth below is a brief description of each matter voted upon at the 2020 Annual Meeting and the voting results with respect to each matter.

1. The (i) adoption of that certain Plan of Merger, dated as of March 16, 2020 ,


   by and between TerraForm Power and TerraForm Power NY Holdings, Inc., a wholly
   owned subsidiary of TerraForm Power ("TerraForm New York"), pursuant to which
   TerraForm Power will merge with and into TerraForm New York, with TerraForm
   New York as the surviving corporation of such merger (the "Reincorporation
   Merger"), and (ii) approval of (x) that certain Agreement and Plan of
   Reorganization, dated as of March 16, 2020 (as the same may be amended from
   time to time, the "Reorganization Agreement"), by and among Brookfield
   Renewable Partners L.P. ("BEP"), Brookfield Renewable Corporation ("BEPC"),
   2252876 Alberta ULC, a wholly owned subsidiary of BEP ("Acquisition Sub"),
   TerraForm Power and TerraForm New York, pursuant to which the Reincorporation
   Merger will occur and, immediately thereafter, (a) pursuant to a binding share
   exchange, BEPC will acquire each share of TerraForm New York's class B common
   stock, par value $0.01, that is issued and outstanding after the effective
   time of the Reincorporation Merger in exchange for BEPC class A exchangeable
   subordinate voting shares, no par value, (the "BEPC Share Exchange") and (b)
   pursuant to a binding share exchange, Acquisition Sub will acquire each share
   of TerraForm New York's class C common stock, par value $0.01, that is issued
   and outstanding after the effective time of the Reincorporation Merger in
   exchange for non-voting limited partnership units of BEP (together with the
   Reincorporation Merger and the BEPC Share Exchange, the "Transactions") and
   (y) the Transactions (such proposal, the "Merger Proposal"):

The voting results of the total outstanding shares of TerraForm Power Class A common stock entitled to vote on the Merger Proposal are as follows:



    For     Against Abstentions Broker Non-Votes
204,661,742 363,679   165,293      10,714,633

The voting results of the total outstanding shares of TerraForm Power Class A common stock entitled to vote on the Merger Proposal that are not owned, directly or indirectly, by BEP or its affiliates are as follows:



     For       Against Abstentions Broker Non-Votes
    65,030,076 363,679   165,293      10,714,633

2. The election of seven directors to serve until the next annual meeting of


   stockholders and until their successors are duly elected and qualified,
   subject to his or her earlier resignation or removal (including in connection
   with the completion of the Transactions) or death:



     Nominee          For      Against   Abstentions Broker Non-Votes
  Brian Lawson    177,022,729 27,985,255   182,727      10,714,636

Carolyn Burke 163,970,187 40,670,596 549,929 10,714,636 Christian S. Fong 156,831,758 47,822,354 536,599 10,714,635

Harry Goldgut 166,414,182 38,591,770 184,758 10,714,636

Richard Legault 178,210,755 26,792,833 187,120 10,714,637

Mark McFarland 156,840,636 47,782,045 568,029 10,714,639


   Sachin Shah    178,326,938 26,783,262   191,375      10,714,637



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3. The ratification of the appointment of Ernst & Young LLP as the Company's


   independent registered public accounting firm for 2020:



    For     Against Abstentions Broker Non-Votes
214,714,207 941,592   249,548          *

* No broker non-votes arose in connection with Proposal No. 3 due to the fact that the matter was considered a routine matter under New York Stock Exchange rules.

4. The ratification, on a non-binding, advisory basis, of the compensation paid


   to the Company's named executive officers:

For Against Abstentions Broker Non-Votes 164,338,774 40,627,506 224,426 10,714,641

As a result of the foregoing votes, (i) the Merger Proposal was approved, (ii) each of Ms. Burke and Messrs. Lawson, Fong, Goldgut, Legault, McFarland and Shah was elected to serve as a director until the next annual meeting of stockholders of the Company and until his or her successor is duly elected and qualified, subject to his or her earlier resignation or removal (including in connection with the completion of the Transactions) or death, (iii) the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2020 was ratified, and (iv) the compensation paid to the Company's named executive officers was ratified, on a non-binding, advisory basis. Stockholder action on Proposal No. 5, to approve the adjournment of the 2020 Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve the Merger Proposal, was not required and no vote was taken on that proposal.




Item 8.01. Other Events.

On July 29, 2020, BEP, BEPC and the Company issued a joint press release announcing the anticipated closing of the transactions contemplated by the Reorganization Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Cautionary Note Regarding Forward-Looking Statements.

Except for historical information contained in this Current Report on Form 8-K and the press release attached as an exhibit hereto, this Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No. Description


  99.1      Joint press release, dated July 29, 2020
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)



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