SOLAREDGE TECHNOLOGIES, INC.

8-K · zk2635500.htm

0001419612 2026-06-03 2026-06-03

  

 UNITED STATES

 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

  

 Date of report (Date of earliest event reported):  June 3, 2026

  

  

 SOLAREDGE TECHNOLOGIES, INC

 (Exact name of registrant as specified in its charter)

  

  

 Delaware

  

 001-36894

  

 20-5338862

 (State or other jurisdiction

 of incorporation)

  

 (Commission

 File Number)

  

 (I.R.S. Employer

 Identification No.)

  

 1 Hamada Street ,
 Herziliya Pituach , Israel

  

 4673335

 (Address of Principal executive offices)

  

 (Zip Code)

 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):

  

 ☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, par value $0.0001 per share

 SEDG

 Nasdaq (Global Select Market)

  

 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 o n 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:

  

  

  

  

  

  

  

  

  

  

  

 Broker

  

  

  

 For

  

  

 Against

  

  

 Abstain

  

  

 Non-Votes

  

 Mr. Avery More

  

  

 28,203,122

  

  

  

 771,824

  

  

  

 38,367

  

  

  

 6,226,473

  

 Ms. Betsy Atkins

  

  

 27,469,116

  

  

  

 1,510,853

  

  

  

 33,344

  

  

  

 6,226,473

  

 Ms. Dana Gross

  

  

 28,305,539

  

  

  

 672,144

  

  

  

 35,630

  

  

  

 6,226,473

  

 Mr. Gilad Almogy

  

  

 28,919,959

  

  

  

 56,558

  

  

  

 36,796

  

  

  

 6,226,473

  

 Mr. Guy Gecht

  

  

 28,818,315

  

  

  

 157,856

  

  

  

 37,142

  

  

  

 6,226,473

  

 Mr. Shuki Nir

  

  

 28,914,278

  

  

  

 61,440

  

  

  

 37,595

  

  

  

 6,226,473

  

 Mr. Yoram Tietz

  

  

 28,691,944

  

  

  

 241,369

  

  

  

 80,000

  

  

  

 6,226,473

  

 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:

  

  

  

  

  

  

  

 Broker

  

 For

  

  

 Against

  

  

 Abstain

  

  

 Non-Votes

  

  

 35,005,162

  

  

  

 188,372

  

  

  

 46,252

  

  

 -

  

 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:

  

  

  

  

  

  

  

 Broker

  

 For

  

  

 Against

  

  

 Abstain

  

  

 Non-Votes

  

  

 26,568,856

  

  

  

 2,335,161

  

  

  

 109,296

  

  

  

 6,226,473

  

 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:

  

  

  

  

  

  

  

 Broker

  

 For

  

  

 Against

  

  

 Abstain

  

  

 Non-Votes

  

  

 25,773,141

  

  

  

 3,142,428

  

  

  

 97,744

  

  

  

 6,226,473

  

 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.

  

 SOLAREDGE TECHNOLOGIES, INC.

  

  

 Date: June 4, 2026

 By:  

 /s/ Dalia Litay

  

 Name:

 Dalia Litay

 Title:

 Chief Legal Officer