--- schema_version: "secwatch.filing_event.v1" accession: "0001178913-23-002123" form_type: "8-K" ticker: "SEDG" cik: "0001419612" company_name: "SOLAREDGE TECHNOLOGIES, INC." filed_at: "2023-06-02T23:59:59+00:00" generated_at: "2026-06-14T08:05:49.215481+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # SolarEdge stockholders approve board declassification, remove supermajority voting ## Summary - Shareholders approved declassifying the board, phasing in annual director elections by 2026 annual meeting. - Supermajority voting requirements removed; amendments to charter and bylaws now require simple majority. - Federal forum selection provision added for Securities Act claims, designating federal district courts. - Directors elected: Marcel Gani (38.7M for) and Tal Payne (39.4M for) as Class II until 2026. - Advisory say-on-pay approved (36.3M for); future say-on-pay votes to be held every year. ## SEC filing metadata - accession: 0001178913-23-002123 - form_type: 8-K - ticker: SEDG - cik: 0001419612 - company_name: SOLAREDGE TECHNOLOGIES, INC. - filed_at: 2023-06-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/zk2329837.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001178913-23-002123 - JSON: https://secwatch.observer/filing/0001178913-23-002123.json - Plain text: https://secwatch.observer/filing/0001178913-23-002123.txt ## Key facts - Governance Changes SOLAREDGE TECHNOLOGIES, INC.: Amended Sections 9.1 and 9.2 to remove supermajority voting requirements (66 2/3%) for stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Certificate of Incorporation and Bylaws (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Governance Changes SOLAREDGE TECHNOLOGIES, INC.: Amended Section 5.2 to declassify the Board of Directors and phase-in annual elections over three years, starting with the next annual meeting, so that all directors will be elected annually starting with the 2026 Annual Meeting (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Governance Changes SOLAREDGE TECHNOLOGIES, INC.: Added a federal forum selection provision to Article XI, designating the federal district courts of the United States as the exclusive forum for claims under the Securities Act of 1933 (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Amendment to Certificate of Incorporation to declassify the Board and phase-in annual director elections. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Election of Mr. Marcel Gani and Ms. Tal Payne as Class II directors. - Proposal: director election - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Amendment to Certificate of Incorporation to remove supermajority voting requirements. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Advisory vote to approve the compensation of named executive officers. - Proposal: say on pay - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Advisory vote on the preferred frequency of future advisory votes to approve the compensation of named executive officers. - Proposal: say on pay frequency - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Amendment to Certificate of Incorporation to add federal forum selection provision for Securities Act claims. - Proposal: charter amendment - Outcome: passed source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as auditors for the year ending December 31, 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891323002123/0001178913-23-002123-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.