8-K - FSLR - Equibles

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

July 15, 2021

Date of Report (Date of earliest event reported)

FIRST SOLAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33156	20-4623678
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 West Washington Street, Suite 600

Tempe, Arizona 85281

(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 registeredCommon 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 15, 2021, the Board of Directors (the “Board”) of First Solar, Inc. (the “Company” or “First Solar”) increased the size of the Board to 12 directors and appointed Anita Marangoly George to the Board to fill the newly created directorship, effective July 15, 2021. Ms. George will serve on the Board’s nominating and governance and technology committees.

Ms. George has held various positions at la Caisse de Dépôt et Placement du Québec (“CDPQ”), a global investment group managing funds for public retirement and insurance plans. Ms. George serves as a Strategic Advisor to CDPQ and previously served from 2017 to 2020 as Executive Vice President and Head of Emerging Markets and Strategic Partnerships, and from 2020 until June 2021 as Executive Vice President, Deputy Head of CDPQ Global. Prior to joining CDPQ in 2016 as Managing Director, South Asia, Ms. George worked at the World Bank from June 2014 until 2016 as Senior Director, Global Practice Energy and Extractives, and from 2000 to 2014 at the International Finance Corporation.

Ms. George is known for her expertise in infrastructure finance, especially renewable energy finance. Ms. George currently represents CDPQ on the private-company boards of TVS Logistics, a global supply chain company headquartered in Chennai, India, and Edelweiss Credit Finance Limited, a financial services company based in Mumbai, India. Ms. George also serves on boards within CDPQ for its investment advisory companies in India, Mexico, and Brazil.

Ms. George also serves on the board of The Indo-Canadian Business Chamber, a not-for-profit promoting trade between India and Canada, and TalentNomics India, a not-for-profit focused on empowerment of women. Formerly, she served on the World Economic Forum Global Future Council on Infrastructure, and currently serves on the following non-profit advisory boards and councils: Federation of Indian Chambers of Commerce & Industry’s Private Equity and Capital Markets Committees, UK-India Climate Finance Group, WWF Climate Solver Group, and Women in Private Equity (an industry association for women in private equity). Ms. George is currently also the president of the Indo-Canadian Chamber of Commerce.

Ms. George holds a master’s degree in Economic Policy and a Master of Business Administration from Boston University, and a Bachelor of Arts from Smith College.

Ms. George is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. George will receive compensation as a non-associate director in accordance with the Company’s non-associate director compensation practices, including annual retainers and equity-based compensation (as described in “Non-Associate Director Compensation” of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021). In connection with joining the Board, Ms. George entered into a Director and Officer Indemnification Agreement, in substantially the same form as the Company has previously filed with the Securities and Exchange Commission as Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2013.

On July 19, 2021, First Solar issued a press release regarding Ms. George’s appointment, which is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of First Solar, Inc. dated Julyaex991pressreleaseapptofdi.htm1 9 ,2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: July 19, 2021	By:	/s/ JASON DYMBORT
	Name:	Jason Dymbort
	Title:	General Counsel & Secretary

Document

EXHIBIT 99.1

Media Release

First Solar Appoints Anita Marangoly George to Board of Directors

TEMPE, Ariz., July 19, 2021 – First Solar, Inc. (Nasdaq: FSLR) has appointed Anita Marangoly George, a senior executive with almost four decades of diverse global experience in institutional finance and sustainable infrastructure investing, to its board of directors, effective July 15, 2021. Ms. George will serve on First Solar’s Nominating and Governance, and Technology Committees.

Ms. George has held various positions at la Caisse de Dépôt et Placement du Québec (CDPQ), a global investment group managing funds for public retirement and insurance plans. She is currently a strategic advisor and served as executive vice president and deputy head of CDPQ’s global investment arm, CDPQ Global. Prior to that, Ms. George served as executive vice president and head of CDPQ’s Emerging Markets and Strategic Partnerships. She joined CDPQ in 2016 as its managing director for South Asia, establishing its presence and developing investment partnerships in India. During her time at CDPQ, she designed CDPQ’s emerging market strategy, growing its business, partnerships, and presence in Asia and Latin America.

Before CDPQ, Ms. George worked at the World Bank as a senior director in its global energy and extractives practice, and before that spent over a decade with the International Finance Corporation (IFC), where she led the institution’s efforts to finance infrastructure and natural resources projects in India, Asia-Pacific, Middle East and Latin America regions. Ms. George pioneered IFC’s financing of private, commercial solar projects and was key in promoting its Scaling Solar program across emerging markets. She has also held positions at Siemens Financial Services and the Steel Authority of India.

“Anita’s experience working in climate finance and infrastructure across key global markets, combined with her passion for human capital development and sustainability, makes her uniquely qualified to join our board,” said Mark Widmar, chief executive officer of First Solar. “With the company poised for growth with a differentiated solar technology that is critical to the fight against climate change, I am confident that her expertise and insights will help First Solar navigate its journey to lead the world’s sustainable energy future.”

“I have spent several years promoting the scaling of renewable energy investments throughout the world and recognize that the transformation of the energy sector is key to addressing climate change. As a leading global solar company, First Solar combines the power of technology with unwavering respect for people and the planet to power this transition,” said Ms. George. “I’m excited to join the Board of First Solar at this important inflection point as it charts its future as a global leader in responsibly-produced solar technology.”

Ms. George has extensive experience serving on executive boards, including those in the financial sector, where she has served on the audit, talent and remuneration, technology, governance, and corporate social responsibility committees. She represents CDPQ on boards and also sits on the boards and advisory councils of a number of non-profits including TalentNomics India, which is focused on empowering women, the UK-India Climate Finance Group, the World Wildlife Fund (WWF) Climate Solver Group, Women in Private Equity (WinPE), Global Private Capital Association, LP Council, the Indian Private Equity & Venture Capital Association (IVCA) LP Council, and the Private Equity and Capital Market Committees of the Federation of Indian Chambers of Commerce & Industry. In addition, Ms. George is currently a Board member of the Indo-Canadian Chamber of Commerce.

www.firstsolar.com

Passionate about the economic empowerment of women, Ms. George is an active mentor. She holds a master’s degree in Economic Policy and a Master of Business Administration from Boston University, and a Bachelor of Arts in Economics with a minor in Spanish from Smith College.

About First Solar, Inc.

First Solar is a leading American solar technology company and global provider of responsibly-produced eco-efficient solar modules advancing the fight against climate change. Developed at R&D labs in California and Ohio, the company’s advanced thin film photovoltaic (PV) modules represent the next generation of solar technologies, providing a competitive, high-performance, lower-carbon alternative to conventional crystalline silicon PV panels. From raw material sourcing and manufacturing through end-of-life module recycling, First Solar’s approach to technology embodies sustainability and a responsibility towards people and the planet. For more information, please visit www.firstsolar.com.

Media	Investors
Reuven Proença	Mitchell Ennis
First Solar Media	First Solar Investor Relations
reuven.proenca@firstsolar.com	mitchell.ennis@firstsolar.com