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  4. [8-K] FIRST SOLAR, INC. Reports Material Event

First Solar (NASDAQ: FSLR) investors back board, pay and auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Solar, Inc. reported the results of its 2026 annual meeting of stockholders held on May 13, 2026. As of the March 19, 2026 record date, 107,450,760 shares were outstanding and entitled to vote, with 92,119,644 shares represented in person or by proxy.

Stockholders elected ten directors, including Michael J. Ahearn and CEO Mark R. Widmar, to serve until the next annual meeting. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved an advisory resolution on the compensation of named executive officers. A stockholder proposal to improve shareholder ability to call a special shareholder meeting did not receive sufficient support and was not approved.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 107,450,760 shares Common stock outstanding as of March 19, 2026 record date
Shares represented at meeting 92,119,644 shares Shares present in person or by proxy at May 13, 2026 meeting
Auditor ratification votes for 79,965,380 votes Support for PricewaterhouseCoopers LLP as 2026 auditor
Say-on-pay votes for 69,193,058 votes Advisory approval of named executive officer compensation
Special meeting proposal votes for 34,312,260 votes Support for stockholder proposal on special shareholder meetings
Special meeting proposal votes against 45,149,728 votes Opposition to stockholder proposal on special shareholder meetings
broker non-votes financial
"The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory resolution financial
"Stockholders approved an advisory resolution on the compensation of our named executive officers."
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
independent registered public accounting firm financial
"Stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar, Inc.’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
proxy statement regulatory
"A description of each matter voted upon at the Annual Meeting is described in detail in First Solar’s definitive proxy statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
record date financial
"As of the record date for the Annual Meeting, March 19, 2026, there were 107,450,760 shares of common stock outstanding"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 13, 2026
Date of Report (Date of earliest event reported)

FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3315620-4623678
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

4300 E Camelback Road, Suite 220
Phoenix, Arizona 85018
(Address of principal executive offices, including zip code)

(602) 414-9300
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.001 par valueFSLRThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07.    Submission of Matters to a Vote of Security Holders

First Solar, Inc. (“First Solar”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 13, 2026. A description of each matter voted upon at the Annual Meeting is described in detail in First Solar’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

As of the record date for the Annual Meeting, March 19, 2026, there were 107,450,760 shares of common stock outstanding and entitled to vote, of which the holders of 92,119,644 shares of common stock were represented in person or by proxy at the Annual Meeting.

Proposal No. 1: 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.

NomineesVotes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
Michael J. Ahearn73,565,012 6,066,472 78,499 12,409,661 
Anita Marangoly George78,933,242 694,003 82,738 12,409,661 
Lisa A. Kro75,465,637 4,132,033 112,313 12,409,661 
Curtis A. Morgan76,892,237 2,726,046 91,700 12,409,661 
William J. Post70,855,775 8,788,759 65,449 12,409,661 
Venkata “Murthy” Renduchintala
77,429,510 2,186,368 94,105 12,409,661 
Paul H. Stebbins61,656,306 17,745,590 308,087 12,409,661 
Michael Sweeney68,585,103 11,038,235 86,645 12,409,661 
Mark R. Widmar75,982,710 3,651,746 75,527 12,409,661 
Norman L. Wright73,878,468 5,698,815 132,700 12,409,661 

Proposal No. 2: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
79,965,380 12,029,611 124,653 — 

Proposal No. 3: Stockholders approved an advisory resolution on the compensation of our named executive officers.

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
69,193,058 10,350,148 166,777 12,409,661 

Proposal No. 4: Stockholders did not approve a stockholder proposal to improve shareholder ability to call for a special shareholder meeting.

Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
34,312,260 45,149,728 247,995 12,409,661 

2

SIGNATURE

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.

FIRST SOLAR, INC.
Date: May 15, 2026By:/s/ JASON DYMBORT
Name:Jason Dymbort
Title:General Counsel & Secretary

3

Source: View Original Filing on SEC EDGAR

FAQ

What did First Solar (FSLR) stockholders vote on at the 2026 annual meeting?

First Solar stockholders voted on electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving an advisory resolution on executive compensation, and a stockholder proposal about calling special shareholder meetings, which did not pass. All directors were elected and management proposals succeeded.

Were all First Solar (FSLR) director nominees elected at the 2026 annual meeting?

Yes, all ten First Solar director nominees were elected. For example, Michael J. Ahearn received 73,565,012 votes for and Mark R. Widmar received 75,982,710 votes for, each with additional votes against, abstentions, and broker non-votes recorded.

Did First Solar (FSLR) stockholders approve the company’s auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as First Solar’s independent registered public accounting firm for the year ending December 31, 2026, with 79,965,380 votes for, 12,029,611 votes against, and 124,653 abstentions, and no broker non-votes reported.

How did First Solar (FSLR) investors vote on executive compensation in 2026?

Investors approved the advisory resolution on compensation of named executive officers. The vote totaled 69,193,058 votes for, 10,350,148 votes against, 166,777 abstentions, and 12,409,661 broker non-votes, indicating majority support for the company’s pay practices this year.

What happened to the First Solar (FSLR) proposal on special shareholder meetings?

The stockholder proposal to improve shareholder ability to call a special shareholder meeting was not approved. It received 34,312,260 votes for, 45,149,728 votes against, 247,995 abstentions, and 12,409,661 broker non-votes, so it failed to gain majority backing.

How many First Solar (FSLR) shares were eligible and represented at the 2026 meeting?

As of the March 19, 2026 record date, 107,450,760 First Solar common shares were outstanding and entitled to vote. At the May 13, 2026 annual meeting, holders of 92,119,644 shares were represented in person or by proxy, providing a strong level of participation.

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