SolarEdge (NASDAQ: SEDG) investors support board and pay, charter change fails

Rhea-AI Filing Summary

SolarEdge Technologies, Inc. reported results of its annual stockholder meeting held on June 3, 2026. Stockholders elected all seven director nominees to serve until the 2027 annual meeting, with each receiving more than 27 million votes in favor and substantial support relative to votes against.

Investors also ratified the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global, as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers.

Stockholders voted in favor of an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers, with about 25.8 million votes for and 3.1 million against. However, this amendment was not approved because Delaware law requires a higher standard: a majority of all outstanding shares, rather than a majority of the voting power present or represented by proxy.

8-K Event Classification

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

1 item

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.

Key Figures

Annual meeting date: June 3, 2026 Auditor ratification for votes: 35,005,162 votes Say-on-pay support: 26,568,856 votes for +4 more

7 metrics

Annual meeting date June 3, 2026 Date of SolarEdge’s annual meeting of stockholders

Auditor ratification for votes 35,005,162 votes For ratification of Kost Forer Gabbay & Kasierer for year ending December 31, 2026

Say-on-pay support 26,568,856 votes for Advisory approval of named executive officers’ compensation

Say-on-pay opposition 2,335,161 votes against Advisory vote on executive compensation at the annual meeting

Charter amendment for votes 25,773,141 votes for Amendment to limit liability of certain officers under Restated Certificate of Incorporation

Charter amendment against votes 3,142,428 votes against Vote on officer exculpation amendment that did not meet Delaware standard

Highest director support 28,919,959 votes for Votes for director nominee Gilad Almogy in election to Board of Directors

Key Terms

independent registered public accounting firm, advisory and non-binding basis, Restated Certificate of Incorporation, broker non-votes, +1 more

5 terms

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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.

advisory and non-binding basis financial

"approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers"

Restated Certificate of Incorporation regulatory

"approval of the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

broker non-votes financial

"Abstain | | | Non-Votes | | 26,568,856 ... 109,296 | | | | 6,226,473"

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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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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

Date of report (Date of earliest event reported):  June 3, 2026

SOLAREDGE TECHNOLOGIES, INC

(Exact name of registrant as specified in its charter)

Delaware		001-36894		20-5338862
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Hamada Street, Herziliya Pituach, Israel		4673335
(Address of Principal executive offices)		(Zip Code)

Registrant’s Telephone number, including area code: 972 (9) 957-6620

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 (see General Instructions A.2 below):

☐	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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SEDG	Nasdaq (Global Select Market)

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.

SolarEdge Technologies, Inc. (the “Company”) held its annual meeting of stockholders on June 3, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on four matters: (i) the 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; (ii) 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; (iii) approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers; and (iv) approval of the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law.

Proposal No. 1. Election of Directors.

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

Proposal No. 2. Ratification of Appointment of Registered Public Accounting Firm.

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			-

Proposal No. 3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.

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

Proposal No. 4. Amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers.

The amendment to the Company’s Restated Certificate of Incorporation which provides for the elimination of monetary liability of certain officers in certain limited circumstances as permitted by law, was approved by the votes set forth below:

												Broker
For				Against				Abstain				Non-Votes
	25,773,141				3,142,428				97,744				6,226,473

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).

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.

	SOLAREDGE TECHNOLOGIES, INC.
Date: June 4, 2026	By:	/s/ Dalia Litay
	Name:	Dalia Litay
	Title:	Chief Legal Officer

FAQ

What did SolarEdge (SEDG) stockholders decide at the June 3, 2026 annual meeting?

SolarEdge stockholders elected all seven director nominees, ratified Kost Forer Gabbay & Kasierer as auditor for 2026, and approved executive compensation on an advisory basis. They supported, but did not legally approve, a charter amendment to limit certain officers’ liability under Delaware law.

Which SolarEdge (SEDG) directors were elected and how strong was support?

Stockholders elected Avery More, Betsy Atkins, Dana Gross, Gilad Almogy, Guy Gecht, Shuki Nir, and Yoram Tietz as directors until the 2027 annual meeting. Each nominee received over 27 million votes for, with relatively low votes against and broker non-votes recorded separately.

Did SolarEdge (SEDG) stockholders approve the company’s executive compensation?

Yes. The compensation of SolarEdge’s named executive officers, as disclosed in the proxy statement, was approved on an advisory, non-binding basis. The advisory vote recorded 26,568,856 votes for, 2,335,161 against, 109,296 abstentions, and 6,226,473 broker non-votes at the annual meeting.

Was SolarEdge’s (SEDG) proposed charter amendment to limit officer liability approved?

No. While 25,773,141 votes were cast for and 3,142,428 against the amendment, it was not approved. Under Delaware law, certificate amendments require a majority of outstanding shares, a higher threshold than a simple majority of voting power present or represented.

Which audit firm did SolarEdge (SEDG) stockholders ratify for the year ending December 31, 2026?

Stockholders ratified Kost Forer Gabbay & Kasierer, a member of EY Global, as SolarEdge’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 35,005,162 votes for, 188,372 against, and 46,252 abstentions, with no broker non-votes.

How did broker non-votes affect SolarEdge (SEDG) voting results at the 2026 annual meeting?

Broker non-votes were recorded on director elections, executive compensation, and the charter amendment, including 6,226,473 broker non-votes on several items. These shares counted for quorum but did not count as votes for or against, which mattered given Delaware’s stricter approval standard for certificate amendments.

Filing Exhibits & Attachments

3 documents

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