Solaredge Technologies Inc

This proposal asks shareholders to cast a non-binding advisory vote to approve the executive compensation disclosed in the proxy (the Say-on-Pay). Management seeks this vote to obtain shareholder feedback and to demonstrate that its compensation philosophy — emphasizing pay-for-performance through a mix of performance stock units (PSUs), time-based restricted stock units (RSUs), and annual cash incentives tied to financial and strategic metrics — is aligned with stockholder interests. The Compensation Committee structures pay to reward revenue, gross margin, operating income, free cash flow and business strategic goals, and uses PSUs with significant stock-price hurdles and relative TSR elements to reinforce long-term alignment. The advisory vote is not binding but is used by the Board and Compensation Committee to inform future program design; historically, the Company received strong shareholder support (87% in 2025). Supporting arguments from management stress that the program balances performance incentives with retention features, includes clawback and ownership guidelines, and is overseen by independent directors and an external consultant. Opponents (if any) might argue that advisory approval does not constrain future pay actions, and that certain pay elements (large PSU upside, heavy equity weighting) could misalign near-term focus or leave pay disconnected from realized economic outcomes. Vote outcome implications: a strong FOR result validates management’s approach and reduces the need for program changes, while a weak result would prompt the Compensation Committee to engage with investors and potentially revise plan elements. Given the disclosed metrics, linkage to corporate performance, and Board oversight, the recommendation to vote FOR is anchored in the Board’s view that the program supports long-term shareholder value while providing necessary retention and incentive mechanisms.

This proposal asks shareholders to approve an amendment to Article X of the Company’s Restated Certificate of Incorporation to extend exculpation—elimination of monetary liability—to certain officers to the fullest extent permitted by Delaware law (DGCL Section 102(b)(7)), while preserving key exceptions (duty of loyalty, acts not in good faith or intentional misconduct, and transactions yielding improper personal benefit) and excluding company-initiated and derivative claims. Management frames this as a competitive governance change intended to attract and retain qualified senior officers who may otherwise be deterred by the risk and expense of litigation, particularly given the rapid decision-making and operational risk inherent in executive roles. The amendment mirrors existing director exculpation and includes a clause to automatically adopt any future expansions of officer exculpation permitted by DGCL, which could increase legal protection for officers over time without further stockholder action. For investors, the change reduces personal monetary exposure for officers, potentially lowering turnover risk and enabling bolder operational decision-making, but it also narrows the direct monetary remedies available to shareholders for certain breaches of the duty of care. The preservation of liability for duty of loyalty breaches and intentional misconduct mitigates concerns about shielding bad actors, though critics may highlight that limiting care-based liability diminishes accountability and could shift the enforcement focus toward claims alleging disloyalty or bad faith, which are often higher bars to prove. The Board’s recommendation emphasizes retention and alignment with director protections; however, governance-focused investors may weigh the tradeoff between managerial risk-taking and shareholder recourse. The proposal’s practical impact will depend on litigation trends, enforcement climates, and how boards and management culture respond when oversight failures occur; prudent investors will monitor any subsequent governance changes and indemnification practices following adoption.