--- schema_version: "secwatch.filing_event.v1" accession: "0001178913-26-003098" form_type: "8-K" ticker: "SEDG" cik: "0001419612" company_name: "SOLAREDGE TECHNOLOGIES, INC." filed_at: "2026-06-04T16:12:08+00:00" generated_at: "2026-06-04T16:13:11.247735+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.5 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # SolarEdge exculpation charter amendment fails despite 89% vote support ## Summary - Seven director nominees elected; each received >28M for votes (e.g., Avery More 28.2M for). - Auditor Kost Forer Gabbay & Kasierer ratified with 35M for, 188K against. - Advisory say-on-pay approved: 26.6M for, 2.3M against. - Exculpation amendment failed: 25.8M for (89% of cast) but required majority of outstanding shares; 6.2M broker non-votes blocked. - Over 3.1M shares opposed amendment, with 97K abstentions. ## SEC filing metadata - accession: 0001178913-26-003098 - form_type: 8-K - ticker: SEDG - cik: 0001419612 - company_name: SOLAREDGE TECHNOLOGIES, INC. - filed_at: 2026-06-04T16:12:08+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.5 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/0001178913-26-003098-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/zk2635500.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001178913-26-003098 - JSON: https://secwatch.observer/filing/0001178913-26-003098.json - Plain text: https://secwatch.observer/filing/0001178913-26-003098.txt ## Key facts - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders rejected Amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law at the 2026-06-03 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-03 source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/0001178913-26-003098-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved 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 at the 2026-06-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/0001178913-26-003098-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2026-06-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/0001178913-26-003098-index.htm - Shareholder Votes SOLAREDGE TECHNOLOGIES, INC. shareholders approved 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 at the 2026-06-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-03 source text: 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 - evidence_url: https://www.sec.gov/Archives/edgar/data/1419612/000117891326003098/0001178913-26-003098-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.