SolarEdge (SEDG) 8-KMaterial Modifications to Rights of Security Holders

 

 

On June 1, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of SolarEdge Technologies, Inc. (the “Company”), upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (together, the “Certificate Amendments”) to: (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, (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, and (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.

 

As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2023 setting forth the Certificate Amendments (“the Certificate of Amendment”), which became effective upon filing. In addition, subsequently, also on June 1, 2023, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware that restated and integrated, but did not further amend, the Company’s Amended and Restated Certificate of Incorporation and the Certificate Amendments into a single document. The Restated Certificate became effective upon filing.

 

The foregoing descriptions of the Certificate Amendments and the Restated Certificate do not purport to be complete and are qualified in their entirety by reference to (i) the descriptions of the Certificate Amendments set forth under the headings “Proposal No. 5: Amendment of the Company’s Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections,” “Proposal No. 6: Amendment of the Company’s Certificate of Incorporation to Remove the Supermajority Voting Requirements” and “Proposal No. 7: Amendment of the Company’s Certificate of Incorporation to Add a Federal Forum Selection Provision for the Securities Act Claims” of the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on April 21, 2023; and (ii) the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

 

At the Company’s Annual Meeting, the stockholders voted on seven matters: (i) the election of each of Mr. Marcel Gani and Ms. Tal Payne as Class II members of the Board of Directors to hold office for a three-year term until the 2026 Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal; (ii) ratification of the appointment of Ernst & Young LP (“EY”) as the Company’s auditors for the year ending December 31, 2023, (iii) approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers, (iv) vote, on an advisory and non-binding basis, on the preferred frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers; (v) approval of an amendment to the Company’s Certificate of Incorporation to declassify the Board and phase-in annual director elections; (vi) approval of an amendment to the Company’s Certificate of Incorporation to remove the supermajority voting requirements to amend certain provisions of the Company’s Certificate of Incorporation and Bylaws; and (vii) approval of an amendment to the Company’s Certificate of Incorporation to add a federal forum selection provision for causes of action under the Securities Act of 1933.

 

 

 

 

The Company’s Board of Directors has considered the results of the stockholder vote on the preferred frequency of future advisory votes to approve the compensation of our named executive officers and has determined that, until the next required vote on the frequency of future advisory votes to approve the compensation of our named executive officers, the Company will include a non-binding advisory stockholder vote to approve the compensation of the Company’s named executive officers every year, consistent with the Board’s recommendation to stockholders and the stockholder vote.

 

 

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.