SolarEdge stockholders approve board declassification, remove supermajority voting

(ii) amend Sections 9.1 and 9.2 of Article IX to remove the supermajority voting requirements requiring the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and of the Company’s Amended and Restated Bylaws (“Bylaws”), respectively

(i) amend Section 5.2 of Article V to declassify the Board of Directors and phase-in annual elections of all of our directors over a three-year period starting with the next annual meeting of stockholders, such that all of the Company’s directors will be elected on annual basis starting with the Company’s 2026 Annual Meeting of Stockholders, and to make certain non-substantive changes related thereto

(iii) add a federal forum selection provision to Article XI of the Certificate of Incorporation providing that, unless the Company, in writing, selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any complainant asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America

The amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board and phase-in annual director elections was approved by the votes set forth below: For Against Abstain Broker Non-Votes 42,253,086 50,615 50,825 2,970,972

The following director nominees were elected as Class II directors, each to hold office until the 2026 Annual Meeting of Stockholder and until his or her successor is elected and qualified, by the votes set forth below: For Against Abstain Broker Non-Votes Mr. Marcel Gani 38,650,547 3,689,418 14,561 2,970,972 Ms. Tal Payne 39,448,977 2,891,950 13,599 2,970,972

The amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the supermajority voting requirements to amend certain provisions of the Company’s Certificate of Incorporation and Bylaws was approved by the votes set forth below: For Against Abstain Broker Non-Votes 41,334,609 965,484 54,433 2,970,972

The compensation of our named executive officers as disclosed in the proxy statement was approved by an advisory vote, as set forth below: For Against Abstain Broker Non-Votes 36,296,647 5,256,164 801,715 2,970,972

The stockholders voted for “every year” as the preferred frequency of future advisory votes to approve the compensation of our named executive officers, as set forth below: Every Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 41,840,934 20,091 475,237 18,264 2,970,972

The amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision for causes of action under the Securities Act of 1933 was approved by the vote set forth below: For Against Abstain Broker Non-Votes 36,439,349 5,864,202 50,975 2,970,972

The appointment of EY as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the votes set forth below: For Against Abstain Broker Non-Votes 44,219,997 1,081,874 23,627 N/A