UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 5, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 972 (9 ) 957-6620
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ◻
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Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 5, 2023, the Board of Directors of SolarEdge Technologies, Inc. (the “Company”) increased the number of directors on the Board
of Directors from seven to eight with the one newly created directorship being allocated to Class II, effective as of such date, and, effective immediately, appointed
Ms. Dana Gross to the Company’s Board of Directors as an independent Class II director to hold office until the next election of Class II directors at the Company’s 2026 Annual Meeting of Stockholders and until her successor shall have been duly elected and qualified or until her earlier death, resignation, removal, retirement or disqualification. In connection with her appointment to the Board of
Directors, Ms. Gross was appointed to serve on the Audit Committee of the Board.
Ms. Gross joins the Company as a well-seasoned board member. Ms. Gross currently serves on the boards of Tower Semiconductors Ltd.
(Nasdaq: TSEM) and Playtika Holding Inc. (Nasdaq: PLTK), and since 2022, she has served as Head of Strategic Initiatives at Fiverr International Ltd. (NYSE: FVRR), an online marketplace. Previously, she was Chief Operating Officer of Prospera
Technologies, an AI company, between 2016 and 2021, when it was acquired by Valmont Industries (NYSE: VMI). Ms. Gross holds a BSc. Industrial Engineering from Tel-Aviv University and an M.A. in business administration from San Jose State
University
Ms. Gross will participate in the Company’s standard compensation program for non-employee directors. Specifically, as compensation for
her service as a director, Ms. Gross will be entitled to (i) an initial equity award in the form of restricted stock units, with a grant date value of $150,000 and (ii) an annual equity award in the form of restricted stock units with a grant
date value of $195,000, subject to proration for the portion of 2023 for which she will serve. The initial restricted stock unit award is scheduled to vest in equal annual installments over three years, and the annual restricted stock unit award
is scheduled to vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the Company’s next regular Annual Meeting of Stockholders, in each case, subject to continued Board service through the applicable vesting
date. She is also eligible for a cash retainer of $70,000 per year, and a committee retainer for serving as a member of the Audit Committee of $12,500 per year. Ms. Gross will also enter into a standard indemnification agreement with the
Company, a form of which is attached hereto as Exhibit 10.1.
There are no transactions involving Ms. Gross and the Company that require disclosure under Item 404(a) of Regulation S-K. In addition,
there are no arrangements or understandings between Ms. Gross and any other person pursuant to which he was selected to serve as a director.
A press release, dated July 7, 2023, announcing the appointment of Ms. Gross to the Company’s Board of Directors is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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Exhibit 104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
| SOLAREDGE TECHNOLOGIES, INC. | |||
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Date: July 7, 2023
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By:
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/s/ Rachel Prishkolnik | |
| Name: | Rachel Prishkolnik | ||
| Title: | General Counsel and Corporate Secretary | ||
Exhibit 10.1
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the “Agreement”)
is made as of by and between SolarEdge Technologies, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
RECITALS
The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers,
controlling persons and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, controlling persons and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard
the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company may not be willing to continue to serve as agents of the Company without additional protection. The Company desires to attract and
retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers, controlling persons and key employees so as to provide them with the maximum protection permitted by law.
AGREEMENT
In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt
of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:
I. Indemnification.
A. Third Party Proceedings. The Company shall indemnify Indemnitee (including its directors, officers, partners, members, employees,
agents and spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the fullest extent
permitted by law if Indemnitee is, was or becomes a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Company): (i) by reason of the fact that Indemnitee is or was or may be deemed to be a director, officer, controlling person, stockholder, fiduciary, employee or agent of the Company, or any subsidiary of the Company; (ii) by
reason of any action or inaction on the part of Indemnitee while a director, officer, controlling person, stockholder, fiduciary, employee or agent or by reason of the fact that Indemnitee is or was or may be deemed to be serving at the request of
the Company as a director, officer, controlling person, stockholder, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise; or (iii) by reason of any action or inaction
on the part of Indemnitee while serving in such capacity. Indemnification shall include, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or
which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct or indirect result of any claim made by any stockholder of
the Company against Indemnitee and arising out of or related to any round of financing of the Company (including but not limited to claims regarding non-participation, or non-prorata participation, in such round by such stockholder), or made by a
third party against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws, against any and all expenses
(including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any
such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and, to the fullest extent permitted by law, amounts paid in settlement (if, and only if, such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding, and any federal, state, local or foreign taxes imposed on Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter “Expenses”), including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or
proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
B. Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is
threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was or may
be deemed to be a director, officer, controlling person, stockholder, fiduciary, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while a director, officer,
controlling person, stockholder, fiduciary, employee or agent or by reason of the fact that Indemnitee is or was or may be deemed to be serving at the request of the Company as a director, officer, controlling person, stockholder, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders; provided, however, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudicated by court order or judgment to be liable to the Company in the performance of Indemnitee’s duty to the Company and its stockholders unless and only to the extent that the court in which such action or proceeding is or was pending
shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
C. Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.
D. Change of Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change
in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to
payments of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or
Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined below) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render
its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent
Legal Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
II. No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to employment by
the Company.
III. Expenses; Indemnification Procedure.
A. Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section 1(a) or Section 1(b) hereof (including amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.
B. Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his, her or its right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.
C. Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20)
days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate or Bylaws providing for indemnification, is not paid in full by the Company within
twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to
Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify
Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally
adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be
for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, Independent Legal Counsel, or its stockholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, Independent Legal Counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.
D. Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the Company has
director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
E. Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of
written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by
Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.
IV. Additional Indemnification Rights; Nonexclusivity.
A. Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate, the Company’s Bylaws or by statute. In the event of any change, after
the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, controlling person, stockholder, fiduciary, employee or agent such
changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to
indemnify a member of its board of directors or an officer, controlling person, stockholder, fiduciary, employee or agent, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no
effect on this Agreement or the parties’ rights and obligations hereunder.
B. Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s Certificate, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action
in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding.
V. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.
VI. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy
may override applicable state law and prohibit the Company from indemnifying its officers, controlling persons, stockholders, fiduciaries, employees or agents under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge
that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain
federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit
the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.
VII. Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether
or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the
Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a
director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s controlling persons, if Indemnitee is a controlling person of the Company; or of the Company’s stockholders, if Indemnitee
is a stockholder of the Company; or of the Company’s fiduciaries, if Indemnitee is a fiduciary of the Company; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.
VIII. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or
fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be
severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by
any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.
IX. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:
A. Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145
of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;
B. Fraud. To indemnify an Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that the
Indemnitee has committed fraud on the Company;
C. Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability
insurance maintained by the Company;
D. Claims under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; and
E. Other Exceptions. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims arising from (i) acts or
omissions by the Indemnitee that involve intentional misconduct or a knowing and culpable violation of law; (ii) any transaction from which the Indemnitee derived an improper personal benefit; (iii) acts or omissions that show a reckless disregard
for the Indemnitee’s duty to the Company or its stockholders in circumstances in which the Indemnitee was aware, or should have been aware; and (iv) act or omission that constitute an unexcused pattern of inattention that amounts to an abdication
of the Indemnitee’s duty to the Company or the stockholders.
X. Construction of Certain Phrases.
A. For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and controlling persons, stockholders,
fiduciaries, employees or agents, so that if Indemnitee is or was a director, officer, controlling person, stockholder, fiduciary, employee or agent of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, controlling person, stockholder, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
B. For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, administrator, controlling person, stockholder, fiduciary, employee or agent of the Company which imposes duties on, or involves
services by, such director, officer, administrator, controlling person, stockholder, fiduciary, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
C. For purposes of this Agreement, a “Change in Control” shall mean a Deemed Liquidation Event, as defined in the Company’s Amended and Restated
Certificate of Incorporation, as amended from time to time.
D. For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions
of Section 1(d) hereof, who shall not have otherwise performed services for the Company or any Indemnitee within the last three years (other than with respect to matters concerning the rights of any Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements.
E. For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.
XI. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any
of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent
jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were fraudulent or that such indemnification was unlawful. In the event of an action instituted by or in the name of the Company under this
Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to
Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
XII. Miscellaneous.
A. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.
B. Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.
C. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their
respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
D. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be
deemed sufficient when delivered personally or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such
party’s address as set forth below or as subsequently modified by written notice.
E. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
F. Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and inure to the benefit
of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.
G. Subrogation. Except as otherwise set forth in Section 12 above, in the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring
suit to enforce such rights.
(Signature page follows)
The parties hereto have executed this Indemnification Agreement as of the day and year set forth on the first page of this Indemnification Agreement.
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COMPANY:
SolarEdge Technologies, Inc.,
a Delaware corporation
By:
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AGREED TO AND ACCEPTED:
Exhibit 99.1
SOLAREDGE APPOINTS NEW DIRECTOR TO ITS BOARD
MILPITAS, Calif. and HERZLIYA, Israel -- (BUSINESS WIRE) — July 7, 2023 – SolarEdge Technologies, Inc. (“SolarEdge” or the “Company”) (Nasdaq: SEDG), a global leader in smart energy
technology, announced today the appointment of Ms. Dana Gross as a member of its Board of Directors, effective July 5, 2023.
Dana Gross joins SolarEdge as a well-seasoned board member. She will serve on the Board’s Audit Committee and qualifies as an Audit
Committee financial expert. Ms. Gross currently serves on the board of directors of Tower Semiconductors Ltd. (Nasdaq: TSEM) and Playtika Holding Inc. (PLTK; Nasdaq). Since 2022, Ms. Gross has served as Head of Strategic Initiatives at Fiverr
International Ltd., an online marketplace, and was Chief Operating Officer of Prospera Technologies, an AI company, between 2016 and 2021, when it was acquired by Valmont Industries (NYSE: VMI).
Prior to joining Prospera Technologies, Ms. Gross was Chief Financial Officer of eToro, a fintech company, from 2014 to 2016, and before
that has held senior management roles with Check Point, Software Technologies Ltd., bTendo Ltd., SanDisk and M-Systems. In addition, Ms. Gross previously served on the Boards of M-Systems, AudioCodes, and PowerDsine and was a venture partner at Viola
Ventures.
Ms Gross holds a B.Sc. in industrial engineering from
Tel-Aviv University and an M.A. in business administration from San Jose State University.
Mr. Nadav Zafrir, Chairman of the Board, noted: “We are pleased to welcome Ms. Gross to our Board of Directors. Her diverse experience from multiple industries and disciplines will no doubt be a positive contribution to our Boardroom discussions and to the Company’s strategic plans overall.”
About SolarEdge
SolarEdge is a global leader in smart energy. By leveraging world-class engineering capabilities and with a relentless focus on
innovation, SolarEdge creates smart energy solutions that power our lives and drive future progress. SolarEdge developed an intelligent inverter solution that changed the way power is harvested and managed in photovoltaic (PV) systems. The SolarEdge
DC optimized inverter seeks to maximize power generation while lowering the cost of energy produced by the PV system. Continuing to advance smart energy, SolarEdge addresses a broad range of energy market segments through its PV, storage, EV
charging, batteries, electric vehicle powertrains, and grid services solutions. SolarEdge is online at solaredge.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward looking statements which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include information, among other things, concerning: our possible or assumed future results of operations; future demands for solar energy solutions; business strategies; technology
developments; financing and investment plans; dividend policy; competitive position; industry and regulatory environment; general economic conditions; potential growth opportunities; and the effects of competition. These forward-looking statements
are often characterized by the use of words such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negative or
plural of those terms and other like terminology.
Forward-looking statements are only predictions based on our current expectations and our projections about future events. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the
forward-looking statements. Given these factors, you should not place undue reliance on these forward-looking statements. These factors include, but are not limited to, the matters discussed in the section entitled “Risk Factors” of our Annual
Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023 and our quarterly reports filed on Form 10-Q, Current Reports on Form 8-K and other reports filed with the SEC. The Company undertakes no duty or obligation to
update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.
Investor Contacts
SolarEdge Technologies, Inc.
JB Lowe, Head of Investor Relations
investors@solaredge.com
investors@solaredge.com
Sapphire Investor Relations, LLC
Erica Mannion or Michael Funari
investors@solaredge.com