SolarEdge Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SEDG
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 3, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal executive offices)
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(Zip Code)
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Registrant’s Telephone number, including area code: 972 (9 ) 957-6620
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
SolarEdge Technologies, Inc. (the “Company”) held its annual meeting of stockholders on June 3, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on four matters: (i) the election of Mr. Avery More, Ms. Betsy Atkins, Ms. Dana Gross, Mr. Gilad Almogy, Mr. Guy
Gecht, Mr. Shuki Nir and Mr. Yoram Tietz as members of the Board of Directors; (ii) ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as the Company’s auditors for the year ending December 31, 2026;
(iii) approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers; and (iv) approval of the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain
officers as permitted by law.
Proposal No. 1. Election of Directors.
The following director nominees were elected as directors, each to hold office until the 2027
annual meeting of stockholders and/ or until his or her successor is elected and qualified, by the vote set forth below:
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Broker
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For
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Against
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Abstain
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Non-Votes
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Mr. Avery More
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28,203,122
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771,824
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38,367
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6,226,473
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Ms. Betsy Atkins
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27,469,116
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1,510,853
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33,344
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6,226,473
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Ms. Dana Gross
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28,305,539
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672,144
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35,630
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6,226,473
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Mr. Gilad Almogy
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28,919,959
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56,558
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36,796
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6,226,473
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Mr. Guy Gecht
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28,818,315
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157,856
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37,142
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6,226,473
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Mr. Shuki Nir
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28,914,278
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61,440
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37,595
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6,226,473
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Mr. Yoram Tietz
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28,691,944
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241,369
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80,000
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6,226,473
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Proposal No. 2. Ratification of Appointment of Registered Public Accounting Firm.
The appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as the Company’s
independent registered public accounting firm for the year ending December 31, 2026 was ratified by the vote set forth below:
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Broker
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For
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Against
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Abstain
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Non-Votes
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35,005,162
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188,372
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46,252
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-
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Proposal No. 3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.
The compensation of the Company’s named executive officers as disclosed in the proxy statement
was approved by an advisory vote, as set forth below:
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Broker
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For
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Against
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Abstain
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Non-Votes
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26,568,856
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2,335,161
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109,296
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6,226,473
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Proposal No. 4. Amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain
officers.
The amendment to the Company’s Restated Certificate of Incorporation which provides for the
elimination of monetary liability of certain officers in certain limited circumstances as permitted by law, was approved by the votes set forth below:
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Broker
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For
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Against
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Abstain
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Non-Votes
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25,773,141
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3,142,428
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97,744
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6,226,473
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Proposal No. 4 was not approved even though over 89% of the votes cast voted FOR the approval of an exculpation amendment to the
Company’s Restated Certificate of Incorporation. This is solely due to the higher applicable voting standard under Delaware law that applies to certificate amendments (majority of outstanding shares as opposed to majority of voting power of the
stock, present or represented by proxy and entitled to vote on the matter).
SIGNATURE
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 hereunto duly authorized.
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SOLAREDGE TECHNOLOGIES, INC.
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Date: June 4, 2026
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By:
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/s/ Dalia Litay |
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Name:
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Dalia Litay | |
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Chief Legal Officer | |