8-K

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, 2025

SOLAREDGE TECHNOLOGIES, INC

(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act:

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):

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.

At the Annual Meeting on June 3, 2025, the stockholders voted on four matters: (i) the election of Ms. Betsy Atkins, Mr. Yoram Tietz, Mr. Gilad Almogy, Mr. Avery More, Mr. Nadav Zafrir, and Mr. Shuki Nir 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, 2025; (iii) approval, on an advisory and non-binding basis, of the compensation of the Company’s named executive officers; and (iv) an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as is or may be permitted under Delaware law.

Proposal No. 1. Election of Directors.

The following director nominees were elected as directors, each to hold office until the 2026 annual meeting of stockholders and until his or her successor is elected and qualified, by the vote set forth below:

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, 2025, was ratified by the vote set forth below:

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:

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 is or may be permitted under Delaware as permitted by law, was voted on as set forth below:

Proposal No. 4 was not approved even though over 92% of the voting power 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.