Filing Overview
This Form 8-K was filed by XL Fleet Corp., not Spruce Power Holding Corp. The report date is October 26, 2022, and it was signed on October 28, 2022. The filing reports an executive severance arrangement under Item 5.02.
Material Event
XL Fleet entered into a Severance Letter Agreement with Colleen Calhoun, Vice President and General Manager, XL Grid.
- The agreement applies if Ms. Calhoun is terminated other than for cause, or resigns for good reason, on or before September 9, 2023.
- Under those circumstances, she will be treated as experiencing a change-of-control qualifying termination under the company’s Executive Severance Policy.
- The stated benefits include 18 months of base salary, an annual performance bonus based on 100% of target goals, 18 months of COBRA premiums, immediate vesting of unvested time-based equity awards granted before separation, and immediate exercisability of outstanding stock options.
- If termination occurs in 2023, the bonus will be prorated based on the number of days employed during 2023.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating metrics.
Risks and Unusual Items
The arrangement could result in material severance, benefit, and equity-related costs if a covered termination occurs. The filing does not quantify the potential total cost. Exhibit A to the agreement was omitted because the company determined it did not contain material information.
Investor Verification Items
- Confirm the filing issuer: the source document identifies XL Fleet Corp., while the request metadata identifies Spruce Power Holding Corp.
- Review Exhibit 99.1, the complete Severance Letter Agreement, for definitions, conditions, and payment terms.
- Assess whether any covered termination occurred or whether related severance and equity costs were subsequently recognized.
- Review the company’s Executive Severance Policy filed with its Form 10-Q on August 9, 2022.