UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 14A
(RULE
(RULE 14a-101)
__________________
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Greenbacker Renewable Energy Company LLC
(Name of Registrant as Specified In Its Charter)
________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Greenbacker Renewable Energy Company LLC
11 East 44th44th Street, Suite 1200
New York, NY 10017
Dear Shareholder:
You are cordially invited to attend the 20182020 Annual Meeting of Shareholders (the “Annual Meeting”) of Greenbacker Renewable Energy Company LLC (the “Company”), to be held at9:00 A.M., Eastern time, onMay 8, 201826, 2020, at the offices of the Company’s legal counsel, Alston & Bird LLP, located at90 Park Avenue, New York, New York 10016.
The Notice of 20182020 Annual Meeting of Shareholders and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked: (i) to elect fiveseven directors of the Company, who will each serve for a term of one year, or until his/her successor is duly elected and qualified; (ii) to approve certain amendments to the Second Amended and (ii)Restated Limited Liability Company Operating Agreement of the Company, dated October 9, 2013 (the “Operating Agreement”), to remove all of the provisions in the Operating Agreement related to the Income Incentive Distribution and the Capital Gains Incentive Distribution, in each case payable to GREC Advisors, LLC, the Special Unitholder of the Company and a subsidiary of the Company’s investment adviser, under certain circumstances specified in the Operating Agreement; and (iii) to transact such other business as may properly come before the Annual Meeting, and any adjournments or postponements thereof.
It is important that your shares of the Company’s limited liability company interests (the “Shares”) be represented at the Annual Meeting regardless of the number of Shares you hold. If you are unable to attend the Annual Meeting in person, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided or vote via the Internet at the Company’s electronic voting site atwww.proxypush.com/greenbacker.greenbacker. If you do attend the meeting and wish to vote in person, you may revoke your proxy at the meeting.
Sincerely,
April 2, 2020
Greenbacker Renewable Energy Company LLC NOTICE OF
Notice is hereby given that the 1. To elect the seven members to the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected and qualified. 2. To approve certain amendments to the Second Amended and Restated Limited Liability Company Operating Agreement of the Company, dated October 9, 2013 (the “Operating Agreement”), to remove all of the provisions in the Operating Agreement related to the Income Incentive Distribution and the Capital Gains Incentive Distribution, in each case payable to GREC Advisors, LLC, the Special Unitholder of the Company and a subsidiary of the Company’s investment adviser, under certain circumstances specified in the Operating Agreement.
You have the right to receive notice of and to vote at the Annual Meeting if you were a shareholder of record at the close of business on March YOUR VOTE IS IMPORTANT! Instructions on how to vote your shares are contained in the Proxy Statement and your proxy card. The Company has enclosed a copy of the Proxy Statement, the proxy card and the Company’s Annual Report on Form www.greenbackerrenewableenergy.com. Submitting your proxy does not affect your right to vote in person if you decide to attend the Annual Meeting. You are urged to submit your proxy as soon as possible, regardless of whether or not you expect to attend the Annual Meeting. You may revoke your proxy at any time before it is exercised at the Annual Meeting.
April 2, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING AND IN
Greenbacker Renewable Energy Company LLC PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), for use at the The Company’s Board of Directors encourages you to read this document thoroughly and take this opportunity to vote, via proxy, on the matters to be decided at the Annual Meeting. As discussed below, you may revoke your proxy at any time before your shares are voted at the Annual Meeting. 1 INFORMATION ABOUT VOTING Who is entitled to vote at the Annual Meeting? Only shareholders of record at the close of business on March What is the quorum requirement? A quorum of shareholders is necessary to hold a valid meeting. Pursuant to the Company’s operating agreement, a quorum will be present if at least a majority of the outstanding Shares entitled to vote are represented by shareholders present at the Annual Meeting or by proxy. On the Record Date, there were Your Shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, custodian or other nominee) or if you vote in person at the Annual Meeting. Votes withheld from nominees for directors, abstentions and broker What is a proxy? A proxy is a person you appoint to vote your Shares on your behalf. If you are unable to attend the Annual Meeting, our Board of Directors is seeking your appointment of a proxy so that your Shares may be voted. If you vote by proxy, you will be designating Richard C. Butt as your proxy. How do I vote? Whether you hold Shares directly as the shareholder of record or indirectly as the beneficial owner of Shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for Shares you hold in street name, by submitting voting instructions to your broker or nominee. You can vote by mail or by Internet. You may authorize your proxy by signing your proxy card and mailing it in the enclosed, How many votes do I have? On each matter to be voted upon, you have one vote for each Share you own as of the Record Date. Is my vote confidential? Yes. All votes remain confidential, unless you provide otherwise. Can I change my vote after I return my proxy card? Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your Shares, you may revoke your proxy in any one of three ways: • You may submit another properly completed proxy bearing a later date; • You may send a letter of revocation to the Company at 11 East 44th Street, Suite 1200, New York, NY 10017, Attention: Annual Meeting of Shareholders’ Election Official; or 2
If your Shares are held by your broker, bank, custodian or other nominee, you should follow the instructions provided by such broker, bank, custodian or other nominee. What if I sign and return my proxy but do not provide voting instructions? Proxy cards or voting instruction cards that are signed, dated and returned but do not contain voting instructions will be voted: • “FOR” the election of each of the seven nominees named herein to serve on the Board of Directors of the Company; and • “FOR” the approval of certain amendments to the Second Amended and Restated Limited Liability Company Operating Agreement of the Company, dated October 9, 2013 (the “Operating Agreement”), to remove all of the provisions in the Operating Agreement related to the Income Incentive Distribution and the Capital Gains Incentive Distribution, in each case payable to GREC Advisors, LLC, the Special Unitholder of the Company and a subsidiary of the Company’s investment adviser (the “Special Unitholder”), under certain circumstances specified in the Operating Agreement. How many votes are needed to approve each proposal? Proposal No. 1:For the election of directors, the Proposal No. 2: To approve certain amendments to the Operating Agreement to remove all of the provisions in the Operating Agreement related to the Income Incentive Distribution and the Capital Gains Incentive Distribution, the proposal must receive “FOR” votes in an amount at least equal to a majority of the outstanding Shares of the Company. How can I find out the results of the voting at the Annual Meeting? The Company will announce preliminary voting results at the Annual Meeting. The Company will also disclose voting results on a Form Who is paying for this proxy solicitation? The Company will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by the Company’s directors, officers and employees, who will not receive any additional compensation for such solicitation activities. 3 CORPORATE GOVERNANCE MATTERS
The Company’s Board of Directors includes
Biographical Information of Director Nominees Robert Brennan. Mr.Brennan has been a director since May 2019. Mr.Brennan has served as Co-Chair of the Board of Directors of Greenbacker Group LLC and as a non-executive officer of Greenbacker Capital Management LLC since December 1, 2017. Mr.Brennan was previously a Senior Managing Director and Head of Guggenheim Partners Commercial Real Estate Finance Group where from 2010 to 2017 he built a national commercial mortgage loan origination, servicing and asset management business responsible for nearly $10billion of loans for client investment portfolios. Additionally, Mr.Brennan was an executive member and founding investor of Pillar Financial, Guggenheim’s GSE licensed lending, mortgage banking, and servicing affiliate which was sold to SunTrust Bank in late 2016. During his 34-year Wall Street career, Mr.Brennan spent the last 26 years focused on real estate in which he played a wide range of roles including trading, origination, structuring and banking, and asset management. Mr.Brennan was involved with a broad array of property and project types ranging from conventional incoming producing to project-based transactions. Prior to Guggenheim, he was the Global Head of Credit Suisse’s Real Estate Finance and Securitization Group which was a dominant global leader in the commercial real estate finance industry. Mr.Brennan joined Credit Suisse in November 2000 when it was merged with Donaldson, Lufkin and Jenrette (“DLJ”), where he was a Managing Director and Head of the Commercial Mortgage Group. Mr.Brennan held previous positions at UBS Securities and L.F. Rothschild and started his career in 1983 with E.F. Hutton where he was an Associate in the Investment Banking Division. Mr.Brennan is a graduate of the University of Vermont and holds an M.B.A. from New York University. He is a member of the Board of Directors of the Commercial Real Estate Finance Council where he chairs the long-range planning and investment committee. He is also a member of the Board of Directors of CRE Finance Council. David Sher. 4 traded business development company (NASDAQ: PSEC). He also has experience working in the renewable energy sector, including a transaction involving the proposed sale of a 28MW biomass power plant to a private equity firm. David Sher is the brother of Robert Sher, a Managing Director of Greenbacker Capital Management LLC. Charles Wheeler. Kathleen Cuocolo.Ms. Cuocolo, an independent director since July 2013, is currently President of Syntax, LLC, a company that has created a new class of equity indices Cynthia Curtis. Ms. Curtis, an independent director since May 2019, is currently Senior Vice President of Sustainability for JLL, a Fortune 200 commercial real estate services company. She is responsible for elevating JLL’s sustainability program, embedding it broadly throughout the business and driving meaningful impact with and through JLL’s clients. Ms. Curtis also collaborates with the Investor Relations team to ensure its investors have a more complete understanding of JLL’s competencies, goals and impacts. She represents the company on the World Green Building Council’s Corporate Advisory Board. Previously, Curtis has worked in the public, private and non-profit sectors, including Ceres, CA Technologies, where she served as Vice President and Chief Sustainability Office, and EMC (now Dell), where she was Senior Director, Services Marketing. She lives in the Boston area, is a member of the New England Women in Energy and the Environment, chairs the Wellesley Village Church Energy Committee, and built one of the region’s first gold LEED-certified residences. Ms. Curtis was selected to serve as an independent director based on her extensive experience in marketing and sustainability. 5 Robert Herriott. David M. Kastin. There is no family relationship between and among any of the Company’s executive officers or directors. The Company’s Board of Directors held Risk Oversight and Board Leadership Structure Through its direct oversight role, and indirectly through its committees, the Board of Directors performs a risk oversight function for the Company consisting of, among other things, the following activities: (i) at regular and special Charles Wheeler serves as the Company’s chief executive officer as well as chairman of the Company’s Board of Directors. The Board of Directors believes that 6 Committees of the Board of Directors The entire Board of Directors considers all major decisions concerning the Company’s business. However, the Company’s operating agreement provides that the Company’s Board of Directors may establish such committees as the Board of Directors believes appropriate. The Company’s Board of Directors will appoint the members of the committee in its discretion, provided a majority of the members of the Audit Committee of the Board of Directors must be comprised of independent directors. In addition, the Board of Directors has established a Audit Committee The members of the Company’s standing Audit Committee are Kathleen Cuocolo, Robert Herriott and David M. Kastin, all of whom are independent directors. The Company’s independent directors are “independent” as such term is defined in NASDAQ Listing Rule 5605(a)(2). The Audit Committee assists the Company’s Board of Directors in overseeing:
• the Company’s compliance with legal and regulatory requirements; • the qualifications and independence of the Company’s independent auditors; and • the performance of the Company’s independent auditors and its internal audit function. Kathleen Cuocolo chairs the Company’s Audit Committee and serves as the “audit committee financial expert,” as that term is defined under Item 407 of Regulation
The members of the Company’s standing Robert Herriott chairs the Company’s The • The name of the shareholder and evidence of the person’s ownership of Shares, including the number of Shares owned and the length of time of the ownership; 7
• If requested by the Nominating/Corporate Governance Committee, a completed and signed Director’s Questionnaire. Compensation Committee The Company does not have a compensation committee because its executive officers do not receive any direct compensation from the Company. However, the compensation payable to the Company’s investment adviser pursuant to the investment advisory agreement has been separately approved by the Board of Directors. Compensation of Directors The Company’s independent directors will receive Messrs. Sher and Wheeler do not receive any compensation for their service as directors. Compensation of Executive Officers None of the Company’s executive officers will receive any compensation for their service as executive officers. The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are officers of the Company’s advisor, Greenbacker Capital Management LLC (“GCM”) or by individuals who were contracted by GCM to work on behalf of the Company, pursuant to the terms of the advisory agreement with GCM or the Company’s administration agreement with Greenbacker Administration LLC (the “Administrator”). Each of the Company’s executive officers is an officer of GCM, and the Compensation Committee Interlocks and Insider Participation No compensation committee exists, and no deliberations occurred with respect to executive compensation, as no executive officers will receive any compensation for their service as executive officers. Shareholder Communications to the Board of Directors Shareholders may contact an individual director, the Board of Directors as a group, or a specified Greenbacker Renewable Energy Company LLC
Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. The Company will initially receive and process communications before forwarding them to the addressee. The Company generally will not forward to the directors a shareholder communication that the Company determines to be primarily commercial in nature or relates to an improper or irrelevant topic, or that requests general information about the Company. 8 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers and each person who owns more than ten percent of a registered class of the Company’s equity securities (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s Shares and other equity securities. Reporting Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the written representations that no other reports were required, the Company believes that each person who, at any time during such fiscal year, was a Reporting Person complied with all Section 16(a) filing requirements during such fiscal year. Certain Relationships and Related Transactions The Company’s Board of Directors oversees the Company’s management. However, the Company has entered into the Through each of their ownership interests in Greenbacker Group LLC, Charles Wheeler, the Company’s Chief Executive Officer, President, and a member of the Company’s Board of Directors
GCM’s services under the advisory agreement will not be exclusive, and GCM may furnish the same or similar services to other entities, including businesses that may directly or indirectly compete with the Company, so long as its services to the Company are not impaired by the provision of such services to others, and provided further that GCM notifies the Company prior to being engaged to serve as an adviser to a fund or another company having a similar investment strategy. The Company has entered into license agreements with Greenbacker Group LLC, the As of September 30, 2019, the Company sold the rights to a 3.1 MW solar project (Project Phoenix”), located in Prince Georges County, Maryland, to Greenbacker Renewable Opportunity Zone Fund (“GROZ”) for $17.2million, with a realized gain of approximately $7.5million. On December 10, 2019 the Company, through its wholly owned subsidiary Citrine Solar LLC, entered into a second transaction with GROZ to sell the Fremont CO I, LLC asset. The asset sold for approximately $5.2million resulting in a realized gain of $794,475. GROZ is an advisory client of GCM. The Company’s policies require that for sales of assets to GCM or any of its affiliates, a majority of the Board of Directors (including a majority of the independent directors) not otherwise interested in the transaction, must determine that such transaction is fair and reasonable to the Company. The Company provided the Board of Directors a report from an independent valuation form regarding the sale of both Project Phoenix and Fremont Co I, LLC to GROZ and the Board of Directors determined that such sales were fair and reasonable to the Company. 9 Executive Officers The following table provides information on our current executive officers.
Charles Wheeler.
10 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has not yet appointed the Company’s independent registered public accounting firm for the fiscal year ending 1. Fees Set forth in the table below are the fees invoiced for audit and other services provided by KPMG for the Company’s fiscal years ending
____________ * Audit fees represent fees for professional services provided in connection with the audit of the Company’s consolidated financial statements and review of the Company’s quarterly consolidated financial statements and audit services provided in connection with the Company’s quarterly and annual statutory or regulatory filings. ** *** Tax fees consisted of tax compliance fees. **** Other fees billed in the reporting periods for products and services provided by KPMG, including consents for the Company’s audited financial statements to be included in various SEC filings. The Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted 2. Audit Committee Report(1) As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and KPMG the Company’s consolidated financial statements filed with the SEC for the fiscal year ended The Audit Committee received and reviewed the written disclosures and the letter from KPMG required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG its independence. The Audit Committee has reviewed the audit fees paid by the Company to KPMG. It has also reviewed ____________
(1) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 11 Based on the reviews and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements of the Company as of and for the years ended December31, 2019, 2018 and 2017 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December31, 2019 for filing with the SEC. April2, 2020
12 OWNERSHIP OF SECURITIES The following table sets forth, as of • each person known by the Company to beneficially own more than 5% of any class of outstanding Shares; • each of the Company’s directors, director nominees and named executive officers; and • all of the Company’s directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and includes voting or investment power with respect to the securities. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of the Company’s current public offering. Unless otherwise indicated, all Shares are owned directly and the indicated person has sole voting and investment power.
____________ (1) Unless otherwise indicated, the address of each beneficial owner is c/o Greenbacker Capital Management LLC, 30 Danforth Street, Suite 206, Portland, ME 04101. (2) Greenbacker Capital Management LLC is a wholly owned subsidiary of Greenbacker Group LLC. The board of managers of Greenbacker Group LLC has investment power over the Class A shares held by Greenbacker Capital Management LLC, including the power to dispose, or to direct the disposition, of such shares. Charles Wheeler and Robert Brennan are two of three members of the board of managers of Greenbacker Group LLC. 13 PROPOSAL 1: ELECTION OF DIRECTORS The Company’s shareholders are being asked to consider the following seven individuals, all of whom are currently serving on the Company’s Board of Directors, to serve as directors until the next Annual Meeting of Shareholders or until their successors have been elected and qualified, subject to their earlier death, resignation, retirement, disqualification or removal from office:
The relevant experiences, qualifications, attributes and skills of each nominee that led our Board of Directors to recommend him or her as a nominee for director are described in the section entitled “Corporate Governance Matters” above. All of the nominees have indicated their willingness to serve, if elected. However, if any nominee should be unable or unwilling to serve, the Board of Directors may designate a substitute nominee, in which case the persons designated as proxies will cast votes for the election of such substitute nominee. Alternatively, the Board of Directors may allow the vacancy to remain open until a suitable candidate is located and nominated or may adopt a resolution to decrease the authorized number of directorships. The Company did not receive any shareholder nominations for director. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement. Required Vote Director nominees are elected by a plurality of the votes cast at the Annual Meeting, meaning that the seven director nominees receiving the highest number of affirmative votes will be elected. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR” votes, withheld votes and broker non-votes. Brokers who hold Shares in street name have the discretionary authority to vote on certain “routine” items when they have not received instructions from their clients. If the organization that holds your Shares does not receive instructions from you on how to vote your Shares on the other matters being considered at the Annual Meeting, the organization that holds your Shares will inform the Company that it does not have the authority to vote on this matter with respect to your Shares. This is generally referred to as a “broker non-vote.” Broker non-votes will be considered as represented for purposes of determining a quorum, but will not otherwise affect voting results. We encourage you to provide voting instructions to the organization that holds your Shares by carefully following the instructions provided in the Notice. 14 PROPOSAL 2: AMENDMENTS TO OPERATING AGREEMENT The Company’s shareholders are being asked to approve (i) certain amendments to the Operating Agreement to remove all of the provisions in the Operating Agreement related to the Income Incentive Distribution and the Capital Gains Incentive Distribution, in each case payable to the Special Unitholder of the Company under certain circumstances specified in the Operating Agreement, and incorporate those provisions into the Advisory Agreement and (ii) subject to effecting certain amendments to the Advisory Agreement as described below, certain amendments to the Operating Agreement to reflect that, with respect to the Liquidation Incentive Distribution payable to the Special Unitholder of the Company under certain circumstances specified in the Operating Agreement, the Company’s net proceeds from a liquidation or listing of its Shares (in either case, as calculated in accordance with the Operating Agreement) will not include any of the Company’s net unrealized gains as of the date such Liquidation Incentive Distribution is made. The Income Incentive Distribution provides for the Special Unitholder, as a member of the Company, to receive, on a quarterly basis, a cash distribution equal to a percentage of the Company’s net investment income (as calculated in accordance with the Operating Agreement) for each quarter, in excess of a specified hurdle rate. The Capital Gains Incentive Distribution provides for the Special Unitholder, as a member of the Company, to receive, on a quarterly basis, a cash distribution equal to a percentage of the Company’s capital gains (as calculated in accordance with the Operating Agreement) for each quarter. The Liquidation Incentive Distribution provides for the Special Unitholder, as a member of the Company, to receive a cash distribution equal to a percentage of the net proceeds from the liquidation of the Company or the exchange listing of its Shares (as calculated in accordance with the Operating Agreement). The purpose for the proposed amendments to the Operating Agreement, if effected, would be to eliminate the bulk of the incentive compensation payable to the Special Unitholder provided for in the Operating Agreement and to replace such incentive compensation with an incentive fee payable under certain circumstances by the Company to its investment adviser, GCM. Upon removal of the Income Incentive Distribution and the Capital Gains Incentive Distribution from the Operating Agreement, the Company intends to concurrently amend the Advisory Agreement to incorporate an incentive fee in the form of the incentive allocation provisions that were removed from the Operating Agreement. Thereby, moving the payment of incentive compensation to the Advisory Agreement, initially resulting in no net change in incentive compensation expenses of the Company. Following the incorporation of an incentive fee into the Advisory Agreement, the Company expects to consider future additional amendments to the incentive fee provisions in the Advisory Agreement intended to simplify the calculation methodology for incentive compensation payable by the Company and to provide the Company with flexibility to develop an incentive fee construct that is consistent with incentive fees payable by the Company’s market peers. The Company intends to continue to monitor market developments in terms of incentive compensation prior to finalizing the incentive fee construct and implementing the future amendments contemplated herein, but, in any event, the Company expects that the further amended incentive fee will bear the following characteristics (among other features to be considered by the Company’s Board of Directors): • A lower percentage fee than the Income Incentive Distribution and the Capital Gains Incentive Distribution, which are, effectively, 20% of the calculated net investment income and capital gains, respectively, of the Company; • A fee based on total returns of the Company during each calculation period, rather than the two separate components of net investment income and capital gains, in each case calculated in accordance with the Operating Agreement; • The total return component of the fee will include the Company’s net unrealized gains during the calculation period, which are excluded from the calculation of the Capital Gains Incentive Distribution; • A fee subject to a hurdle rate and a high-water mark, which must be exceeded for the incentive fee to be payable in any period. As noted above, the Company expects that the proposed future incentive fee, if further amended in the Advisory Agreement, will be based on the total returns of the Company during the relevant calculation period, which total returns calculation will include the Company’s net unrealized gains during such period. As a result, if the incentive fee is implemented as expected, the Liquidation Incentive Distribution provisions in the Operating Agreement will be correspondingly amended as described above, in conjunction with the amendments to remove the Income Incentive 15 Distribution and Capital Gains Incentive Distribution provisions, and the Company intends to pay any incentive compensation with respect to such net unrealized gains pursuant to the proposed incentive fee to be incorporated in the Advisory Agreement. Please note that the proposed amendment to the Advisory Agreement to incorporate the new incentive fee (as well as any future amendments to such incentive fee provisions) will not be approved, at the time of any such amendment, by the Shareholders of the Company, but that any such amendments will be approved by a majority of the members of the Company’s Board of Directors, including a majority of the independent members of the Board of Directors. Moreover, the Advisory Agreement is subject, annually, to approval and renewal by the Board of Directors. Finally, please note that upon the approval of the proposed amendments to the Operating Agreement and the incorporation of an incentive fee into the Advisory Agreement, the incentive compensation payable by the Company will no longer be a distribution of cash by the Company to one of its members, the Special Unitholder, but will instead be a fee payable to one of its service providers, and such re-characterization of incentive compensation may have tax and operational implications for the Company. Required Vote The proposed amendments to the Operating Agreement are approved by a majority votes of all of the outstanding Shares of the Company. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR” votes, “AGAINST” votes, abstentions and broker non-votes. Brokers who hold Shares in street name have the discretionary authority to vote on certain “routine” items when they have not received instructions from their clients. If the organization that holds your Shares does not receive instructions from you on how to vote your Shares on the other matters being considered at the Annual Meeting, the organization that holds your Shares will inform the Company that it does not have the authority to vote on this matter with respect to your Shares. This is generally referred to as a “broker non-vote.” Broker non-votes will be considered as represented for purposes of determining a quorum, but will not otherwise affect voting results. We encourage you to provide voting instructions to the organization that holds your Shares by carefully following the instructions provided in the Notice. 16 SUBMISSION OF SHAREHOLDER PROPOSALS The Company’s operating agreement requires the Company to hold an annual meeting of shareholders for the election of directors and the transaction of any business within the powers of the Company on a date and at a time set by the Company’s Board of Directors. In addition, the Company will hold special meetings as required or deemed desirable or upon the request of the holders of at least 10% of the Company’s outstanding Shares entitled to vote. Shareholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the next annual meeting of shareholders by submitting their proposals in writing to the Company’s Secretary in a timely manner. For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the Greenbacker Renewable Energy Company LLC
Shareholder proposals to be presented at the 17 DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers may be householding the Company’s proxy materials by delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Company that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you are a shareholder of record. You can notify the Company by sending a written request by mail to Greenbacker Renewable Energy Company LLC, 11 East OTHER MATTERS The Board of Directors of the Company knows of no other matters that may come before the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on such matters. Such discretionary authority is conferred by the proxy. In the Company’s filings with the SEC, information is sometimes “incorporated by reference.” This means that the Company is referring you to information that has previously been filed with the SEC, so the information should be considered as part of the filing you are reading. Based on SEC regulations, the Audit Committee Report specifically is not incorporated by reference into any other filings with the SEC. 18
GREENBACKER RENEWABLE ENERGY COMPANY LLC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), for use at the Annual Meeting of Shareholders of the Company to be held at 9:00 A.M., Eastern Time, on Tuesday, The undersigned hereby appoints Richard C. Butt as proxy of the undersigned with full power of substitution to attend the Annual Meeting and vote as designated on the reverse side all of the shares of limited liability company interests (“Shares”) held of record by the undersigned. All properly executed proxies representing Shares received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon. Proposal No. 1: If no specification is made, the Shares will be voted FOR the proposal to elect the directors. Proposal No. 2: If no specification is made, the Shares will be voted ABSTAIN with respect to the proposal to approve certain amendments to the Second Amended and Restated Limited Liability Company Operating Agreement of the Company, dated October9, 2013. If any other business is presented at the meeting, this proxy will be voted by the proxy in his best judgment, including a motion to adjourn or postpone the meeting to another time and/or place for the purpose of soliciting additional proxies. At the present time, the Board of Directors knows of no other business to be presented at the meeting.Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise.Shareholders who execute proxies may revoke them with respect to a proposal by attending the Annual Meeting and voting his or her Shares in person, or by submitting a letter of revocation or a
Signature(s) (Title(s), if applicable)(Sign in the Box) Note: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.
Please refer to the Proxy Statement discussion of
IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR PROPOSAL NO. 1. As to any other matter, said attorneys shall vote in accordance with their best judgment. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:■ THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE FOLLOWING:
Proposal No. 2: IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDABSTAIN REGARDING PROPOSAL NO. 2. As to any other matter, said attorneys shall vote in accordance with their best judgment. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:■ THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE FOLLOWING:
PLEASE SIGN ON REVERSE SIDE
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