Ormat Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees (Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Dafna Sharir, Stanley B. Stern, and Byron G. Wong) to serve one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy (CD&A, compensation tables and related narrative).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy statement. Management seeks this annual affirmation to validate its pay-for-performance philosophy, which uses a mix of salary, annual cash bonuses tied to Company and individual metrics (revenue, adjusted EBITDA and specific operational targets), and long-term equity awards consisting of PSUs (50% relative TSR, 50% megawatt capacity growth) and RSUs. The Compensation Committee emphasizes a heavy weighting toward at‑risk and multi‑year incentives to align executives’ interests with long‑term value creation and retention. The proxy explains that PSUs vest subject to three‑year performance periods with caps (including a TSR cap if absolute TSR is negative) and MW targets intended to drive organic capacity growth; RSUs provide service-based retention. Management notes engagement with major stockholders and that prior say‑on‑pay received strong support (~86% in 2025), which it uses as evidence that the program is broadly acceptable to investors. The Board recommends a FOR vote, arguing that the program balances short‑term operational accountability with long‑term shareholder alignment, is benchmarked to market practices, and includes governance safeguards (independent committee oversight, independent compensation consultant, clawback policy, anti‑hedging/pledging rules). Potential shareholder concerns could include the complexity and disclosure of MW targets (not disclosed prospectively for competitive reasons) and the use of relative TSR versus absolute performance; management counters that disclosing MW targets prospectively would cause competitive harm and that the mix of TSR and MW metrics mitigates single‑metric risk. Overall, the proposal is framed as a routine advisory mechanism for shareholders to express views on compensation, with management presenting both quantitative results (revenue and adjusted EBITDA achievement) and qualitative CEO goals as justification for recommended payouts.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (PwC), as the Company’s independent registered public accounting firm for fiscal 2026.

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When is the Ormat Technologies Inc 2026 annual meeting?

Ormat Technologies Inc (ORA) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Ormat Technologies Inc 2026 meeting?

The record date for the Ormat Technologies Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ormat Technologies Inc's 2026 meeting?

The board is presenting 8 director nominees at the Ormat Technologies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ormat Technologies Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ormat Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.