--- schema_version: "secwatch.filing_event.v1" accession: "0001274494-24-000026" form_type: "8-K" ticker: "FSLR" cik: "0001274494" company_name: "FIRST SOLAR, INC." filed_at: "2024-05-09T23:59:59+00:00" generated_at: "2026-06-02T05:01:29.356536+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # First Solar shareholders approve special meeting right for 25%+ holders; all directors re-elected ## Summary - Stockholders approved amendment to bylaws enabling holders of 25%+ of outstanding common stock with a one-year holding period to call special meetings. - All ten director nominees were elected with majority support; no significant opposition except for Paul Stebbins (11.6M against) and Michael Sweeney (11.1M against). - Ratification of PricewaterhouseCoopers as independent auditor for FY 2024 passed with 80.6M votes for, 10.1M against. - Advisory vote on named executive officer compensation approved with 74.0M for, 4.4M against. - Shareholder proposal for a similar special meeting right failed with 38.0M for, 42.1M against. ## SEC filing metadata - accession: 0001274494-24-000026 - form_type: 8-K - ticker: FSLR - cik: 0001274494 - company_name: FIRST SOLAR, INC. - filed_at: 2024-05-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/fslr-20240508.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001274494-24-000026 - JSON: https://secwatch.observer/filing/0001274494-24-000026.json - Plain text: https://secwatch.observer/filing/0001274494-24-000026.txt ## Key facts - Governance Changes FIRST SOLAR, INC.: Amended and restated bylaws to permit stockholders owning 25% or more of outstanding common stock and complying with other requirements to call special meetings of stockholders (effective 2024-05-08). - Change: bylaw amendment - Effective: 2024-05-08 source text: the stockholders of the Company approved the amendment and restatement of the Company’s amended and restated bylaws (as amended and restated, the “A&R Bylaws”) to enable stockholders who own 25% or more of the Company’s outstanding common stock and who comply with the other applicable requirements as set forth in the A&R Bylaws, including a one-year holding period, to call a special meeting of stockholders. The A&R Bylaws became effective on May 8, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - Shareholder Votes FIRST SOLAR, INC. shareholders approved Election of ten nominees to the board of directors at the 2024-05-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-08 source text: Stockholders elected each of the following ten nominees as members of the board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - Shareholder Votes FIRST SOLAR, INC. shareholders approved Amendment and restatement of bylaws to permit stockholders to call special meetings at the 2024-05-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-08 source text: Stockholders approved an amendment and restatement of our bylaws to permit stockholders to call special meetings. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - Shareholder Votes FIRST SOLAR, INC. shareholders approved Advisory resolution on compensation of named executive officers at the 2024-05-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-08 source text: Stockholders approved an advisory resolution on the compensation of our named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - Shareholder Votes FIRST SOLAR, INC. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2024-05-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-08 source text: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar, Inc.’s independent registered public accounting firm for the year ending December 31, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm - Shareholder Votes FIRST SOLAR, INC. shareholders rejected Stockholder proposal to adopt a shareholder right to call a special shareholder meeting at the 2024-05-08 meeting. - Outcome: failed - Meeting: 2024-05-08 source text: Stockholders did not approve a stockholder proposal to adopt a shareholder right to call a special shareholder meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1274494/000127449424000026/0001274494-24-000026-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.