SOLAREDGE TECHNOLOGIES INC
For the period ended Apr 26, 2024. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 26, 2024 · Filed Apr 26, 2024
Contents
APPENDIX A
Reconciliation of GAAP Net Income and Diluted EPS to NON-GAAP Net Income and Diluted EPS
U.S. dollars in thousands (except share and per share data)
| Reconciliation of GAAP to non-GAAPNet income Year ended | ||
|---|---|---|
| December 31, 2023 | December 31, 2022 | |
| Net income (GAAP) | 34,329 | 93,779 |
| Revenues from finance component | (834) | (614) |
| Discontinued operation | 37,036 | 4,314 |
| Stock-based compensation | 149,945 | 145,539 |
| Amortization of stock-based compensation capitalized in inventories | 1,100 | ---- |
| Amortization and depreciation of acquired assets | 7,969 | 9,478 |
| Restructuring charges | 23,154 | ---- |
| Assets impairment | 30,790 | 119,141 |
| Loss (gain) from assets sales and disposal | (1,262) | (2,603) |
| Certain litigation and other contingencies | 1,786 | ---- |
| Acquisition costs | 135 | 350 |
| Unrealized losses (gains) | ---- | 119 |
| Currency fluctuation related to lease standard | (3,055) | (11,187) |
| Loss (gain) from sale of investments | 193 | (8,008) |
| Income tax adjustment | (45,896) | (9,067) |
| equity method adjustments | 350 | |
| Net income (non-GAAP) | 248,443 | 351,195 |
| Reconciliation of GAAP to non-GAAPNet diluted earnings per share | ||
|---|---|---|
| December 31, 2023 | December 31, 2022 | |
| Net diluted earnings per share (GAAP) | 0.60 | 1.65 |
| Revenues from finance component | (0.01) | (0.01) |
| Discontinued operation | 0.64 | 0.08 |
| Stock-based compensation | 2.57 | 2.43 |
| Amortization of stock-based compensation capitalized in inventories | 0.02 | ---- |
| Amortization and depreciation of acquired assets | 0.14 | 0.16 |
| Restructuring charges | 0.40 | ---- |
| Assets impairment | 0.53 | 2.02 |
| Loss (gain) from assets sales and disposal | (0.02) | (0.02) |
| Certain litigation and other contingencies | (0.16) | ---- |
| Acquisition costs | 0.01 | (0.02) |
| Non cash interest expense | 0.21 | 0.13 |
| Unrealized losses (gains) | ---- | 0.00 |
| Currency fluctuation related to lease standard | (0.05) | (0.19) |
| Loss (gain) from sale of investments | 0.00 | (0.13) |
| Income tax adjustment | (0.76) | (0.15) |
| equity method adjustments | 0.00 | ---- |
| Net diluted earnings per share (non-GAAP) | 4.12 | 5.95 |
| SOLAREDGE TECHNOLOGIES, INC.1 HAMADA ST.HERZLIYA PITUACH 4673335ISRAEL | VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 4, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 4, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. HOW TO ACCESS PROXY MATERIALS ELECTRONICALLY OR SIGN UP FOR ELECTRONIC DELIVERY AND DONATE TO CONSERVATION INTERNATIONAL IN ONLY THREE EASY STEPS: 1. Go to www.proxyvote.com 2. Type in the 16-digit control number included on your enclosed voting card (in the box marked by the arrow) and click ‘Get Started’3. On the upper right side, click on ‘Delivery Settings’ Proxy materials and other stockholder communications will be sent to the email address provided. E-delivery will begin with the next communication. Your enrollment will remain in effect as long as you are a stockholder and your email account is active or until you choose to cancel. |
|---|
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| D81063-P73001 | KEEP THIS PORTION FOR YOUR RECORDS |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
| SOLAREDGE TECHNOLOGIES, INC. Company ProposalsThe Board of Directors recommends you voteFOR each of the following nominees: | |||||
|---|---|---|---|---|---|
| 1 | Election of Director Nominees Named in the Proxy Statement | ||||
| Nominees | For | Against | Abstain | ||
| 1a. Zvi Lando | ☐ | ☐ | ☐ | ||
| 1b. Avery More | ☐ | ☐ | ☐ | ||
| 1c. Nadav Zafrir | ☐ | ☐ | ☐ | ||
| The Board of Directors recommends you vote FOR Proposals 2 and 3: | For | Against | Abstain | ||
| 2 | Ratification of appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as independent registered public accounting firm for the year ending December 31, 2024. | ☐ | ☐ | ☐ | |
| 3 | Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). | ☐ | ☐ | ☐ | |
| NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| D81063-P73001 | KEEP THIS PORTION FOR YOUR RECORDS |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be held on June 5, 2024:
The 2024 Notice and Proxy Statement and 2023 Annual Report on Form 10-K
are available at www.proxyvote.com.
D81064-P73001
SOLAREDGE TECHNOLOGIES, INC.HaMada 1Herzliya, IsraelAnnual Meeting of StockholdersJune 5, 2024, 9:00 a.m. PDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Zvi Lando and Rachel Prishkolnik, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of SolarEdge Technologies, Inc., to be held at 700 Tasman Dr. Milpitas, CA 95035 and at any adjournments or postponements thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made or for the election of a person to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy, when properly executed, will be voted in accordance with the Board of Directors’ recommendations. (Continued and to be signed on reverse side.)
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