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    SolarEdge Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/5/25 11:12:01 AM ET
    $SEDG
    Semiconductors
    Technology
    Get the next $SEDG alert in real time by email
    false0001419612NASDAQ00014196122025-06-032025-06-03

     
    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, 2025
     

     
    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
     
    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)

    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))
     
    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.

    At the Annual Meeting on June 3, 2025, the stockholders voted on four matters: (i) the election of Ms. Betsy Atkins, Mr. Yoram Tietz, Mr. Gilad Almogy, Mr. Avery More, Mr. Nadav Zafrir, and Mr. Shuki Nir 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, 2025; (iii) approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers; and (iv) an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as is or may be permitted under Delaware law.

    Proposal No. 1. Election of Directors.

    The following director nominees were elected as directors, each to hold office until the 2026 annual meeting of stockholders and until his or her successor is elected and qualified, by the vote set forth below:

       
    For
       
    Against
       
    Abstain
       
    Broker Non-Votes
     
    Ms. Betsy Atkins
     
    18,320,262
       
    3,398,999
       
    177,448
       
    7,977,821
     
    Mr. Yoram Tietz
     
    21,123,748
       
    716,732
       
    56,229
       
    7,977,821
     
    Mr. Gilad Almogy
     
    21,645,897
       
    195,926
       
    54,886
       
    7,977,821
     
    Mr. Avery More
     
    19,145,631
       
    2,696,123
       
    54,955
       
    7,977,821
     
    Mr. Nadav Zafrir
     
    20,547,201
       
    1,282,229
       
    67,279
       
    7,977,821
     
    Mr. Shuki Nir
     
    20,342,064
       
    1,500,076
       
    54,569
       
    7,977,821
     


    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, 2025, was ratified by the vote set forth below:

    For
       
    Against
       
    Abstain
       
    Non-Votes
     
    29,525,008
       
    182,459
       
    167,063
       
    -
     

    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:

    For
       
    Against
       
    Abstain
       
    Non-Votes
     
    19,049,835
       
    2,798,385
       
    48,489
       
    7,977,821
     

    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 is or may be permitted under Delaware as permitted by law, was voted on as set forth below:

    For
       
    Against
       
    Abstain
       
    Non-Votes
     
    20,149,949
       
    1,717,406
       
    29,354
       
    7,977,821
     

    Proposal No. 4 was not approved even though over 92% of the voting power 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 5, 2025
    By:
    /s/ Dalia Litay  
      Name: Dalia Litay  
      Title: Chief Legal Officer and Corporate Secretary  


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