Nextracker Inc
For the period ended Mar 31, 2024. Filed May 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 28, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description · Filed Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Nextracker Inc. | 10-Q | 001-41617 | 3.1 | March 9, 2023 |
| 3.2 | Amended and Restated Bylaws of Nextracker Inc. | 10-Q | 001-41617 | 3.2 | March 9, 2023 |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended. | 10-K | 001-41617 | 4.1 | June 9, 2023 |
| 10.1 | Form of Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC. | S-1/A | 333-269238 | 10.1 | February 1, 2023 |
| 10.2 | Form of Exchange Agreement. | S-1 | 333-269238 | 10.2 | January 13, 2023 |
| 10.3 | Form of Tax Receivable Agreement. | S-1/A | 333-269238 | 10.3 | January 24, 2023 |
| 10.4 | Form of Letter Agreement. | S-1/A | 333-269238 | 10.4 | January 24, 2023 |
| 10.5 | Form of Amended and Restated Separation Agreement by and among Flex Ltd., Nextracker LLC, Nextracker Inc. and Flextronics International USA, Inc. | S-1/A | 333-269238 | 10.5 | February 1, 2023 |
| 10.6 | Form of Amendment to the Transition Services Agreement. | S-1 | 333-269238 | 10.7 | January 13, 2023 |
| 10.7 | Form of Second Amended and Restated Employee Matters Agreement by and among Flex Ltd., Nextracker LLC and Flextronics International USA, Inc. | S-1 | 333-269238 | 10.8 | January 13, 2023 | |
| 10.8 | Form of Registration Rights Agreement. | S-1 | 333-269238 | 10.9 | January 13, 2023 | |
| 10.9† | Form of Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan. | S-1 | 333-269238 | 10.1 | January 13, 2023 | |
| 10.10† | Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive). | S-1 | 333-269238 | 10.11 | January 13, 2023 | |
| 10.11† | Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for performance-based vesting awards (Executive). | S-1 | 333-269238 | 10.12 | January 13, 2023 | |
| 10.12† | Form of Unit Option Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive). | S-1 | 333-269238 | 10.13 | January 13, 2023 | |
| 10.13† | Form of Restricted Stock Unit Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan for time-based vesting awards (Executive). | 10-Q | 001-41617 | 10.1 | August 9, 2023 | |
| 10.14† | Form of Restricted Stock Unit Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan (Director). | 10-Q | 001-41617 | 10.2 | August 9, 2023 | |
| 10.15† | Form of Performance Stock Unit Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan (Executive). | 10-Q | 001-41617 | 10.3 | August 9, 2023 | |
| 10.16† | Form of Stock Option Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan for time-based vesting awards (Executive). | 10-Q | 001-41617 | 10.4 | August 9, 2023 | |
| 10.17† | Form of Indemnification Agreement. | S-1 | 333-269238 | 10.15 | January 13, 2023 | |
| 10.18 | Form of Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc., and Yuma Acquisition Corp. | S-1/A | 333-269238 | 10.16 | January 24, 2023 | |
| 10.19 | Form of Credit Agreement by and among Nextracker Inc., the Other Holding Entities Party Thereto, Nextracker LLC, the Lenders Party Thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Sumitomo Mitsui Banking Corporation, Unicredit Bank AG, New York Branch and U.S. Bank National Association, as Co-Documentation Agents. | S-1/A | 333-269238 | 10.22 | February 1, 2023 | |
| 10.20 | Tax Matters Agreement, dated January 2, 2024, by and among Nextracker Inc., Flex Ltd. and Yuma Inc. | 8-K | 001-41617 | 10.1 | January 2, 2024 | |
| 10.21† | Offer Letter with Charles Boynton. | x | ||||
| 19.1 | Nextracker Inc. Insider Trading and Trading Window Policy. | x | ||||
| 21.1 | List of Subsidiaries of the Registrant. | x | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | x |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | x |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | x |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x |
| 97.1 | Nextracker Inc. Financial Restatement Compensation Recoupment Policy. | x |
| 101 | The following financial statements from Nextracker Inc.’s Annual Report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission on June 9, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): [(i) the Consolidated balance sheets, (ii) the Consolidated statements of operations and comprehensive income, (iii) the Consolidated statements of redeemable interest and stockholders' deficit / parent company equity (deficit), (iv) the Consolidated statements of cash flows, and (v) the Notes to the consolidated financial statements. | x |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | x |
† Management contract or compensatory plan or arrangement.
- The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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.
| Nextracker Inc. | |||
| Date: | May 28, 2024 | By: | /s/ Daniel Shugar |
|---|---|---|---|
| Daniel Shugar | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: | May 28, 2024 | By: | /s/ David Bennett |
| David Bennett | |||
| Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Daniel Shugar and David Bennett and each one of them, her or his attorneys-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or her or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date |
|---|---|---|
| /s/ Daniel Shugar | Chief Executive Officer (Principal Executive Officer) | May 28, 2024 |
| Daniel Shugar | ||
| /s/ David Bennett | Chief Financial Officer (Principal Financial and Accounting Officer) | May 28, 2024 |
| David Bennett | ||
| /s/ William D. Watkins | Chairman of the Board | May 28, 2024 |
| William D. Watkins | ||
| /s/ Julie Blunden | Director | May 28, 2024 |
| Julie Blunden | ||
| /s/ Jonathan Coslet | Director | May 28, 2024 |
| Jonathan Coslet | ||
| /s/ Steven Mandel | Director | May 28, 2024 |
| Steven Mandel | ||
| /s/ Willy Shih | Director | May 28, 2024 |
| Willy Shih | ||
| /s/ Brandi Thomas | Director | May 28, 2024 |
| Brandi Thomas | ||
| /s/ Howard Wenger | Director | May 28, 2024 |
| Howard Wenger | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.