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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 12/21/2016
Entire Document
 

 
Number of Securities to be Issued Upon
Weighted-Average Exercise Price of
Number of Securities Remaining Available for Future Issuance under
 
Exercise of Outstanding Options, Warrants and Rights (1)
Outstanding Options, Warrants and Rights (2)
Equity Compensation Plans (Excluding Securities Reflected in Column (a) (3)
 
(a)
(b)
(c)
Equity compensation plans approved by security holders
10,620,603
N/A
7,251,807

Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
10,620,603
N/A
7,251,807

(1) Number of shares subject to adjustment for changes in capitalization for stock splits, stock dividends and similar events.
(2) Shares underlying restricted stock units and performance-based restricted stock awards are deliverable without payment of consideration by recipient.
(3) These shares are issuable under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.

POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

As provided by our Conflicts Committee charter adopted in connection with our IPO, our Conflicts Committee is responsible for reviewing and recommending to the board whether to approve in advance any material related party transactions between us and SunEdison or its affiliates. The members of our Conflicts Committee determine whether to recommend a related party transaction in the exercise of their fiduciary duties as directors.

See Item 15. Note 18 - Related Parties to our consolidated financial statements included in this Annual Report on Form 10-K, Item 1. Business-Recent Developments-SunEdison Bankruptcy, and Item 1. Business-Acquisitions for information regarding certain relationships and related transactions, including those with SunEdison. See Item 10. Directors, Executive Officers and Corporate Governance-Corporate Governance and Board Matters for information regarding director independence.
Item 14. Principal Accounting Fees and Services.
Audit and Non-Audit Fees
The following table represents aggregate fees billed or to be billed to us for the fiscal years ended December 31, 2015 and December 31, 2014 by KPMG LLP, our principal independent registered public accounting firm:
 
 
Year ended December 31,
(in thousands)
 
2015
 
2014
Audit fees(a)
 
$
6,956,251

 
$
1,498,900

Audit related fees(b)
 
6,622

 
110,000

Tax fees
 
10,000

 

All other fees
 

 

Total
 
$
6,972,873

 
$
1,608,900

(a)
Audit Fees. This category includes KPMG LLP’s audit of our annual consolidated financial statements and review of financial statements included in our quarterly reports on Form 10-Q. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or review of interim financial statements.
(b)
Services rendered in connection with our registration statements filed on Form S-1 and services that are normally provided by independent registered public accountants in connection with regulatory filings or engagements for those fiscal years.
All fees described above were approved by our Audit Committee.



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