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): June 5, 2024
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
(Address of Principal executive offices)
|
|
(Zip Code)
|
Registrant’s Telephone number, including area code: 972 (9 ) 957-6620
Not Applicable
(Former name or former address, if changed since last report.)
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):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On June 5, 2024, Mr. Ronen Faier notified the Board of Directors
(the “Board”) of SolarEdge Technologies, Inc. (the “Company”) of his intention to retire as Chief Financial Officer of SolarEdge Technologies, Inc. (the “Company”) on a date to be agreed on between Mr. Faier and the Board following an approximately three-month transition period.
On June 7, 2024, the Board appointed Mr. Ariel Porat as Senior Vice President, Finance of the Company, effective
immediately. It is expected that Mr. Porat will succeed Mr. Faier as Chief Financial Officer of the Company following Mr. Faier’s retirement, subject to the Board’s final approval and appointment prior to Mr. Faier’s retirement.
Mr. Porat, 40, joins the Company from Siemens Energy, an energy company, where he served as the head of the Europe Region
between April 2021 and April 2024. Prior to that position, Mr. Porat held the position of Chief Executive Officer of Siemens Israel between 2020 and 2021, and prior to that, between 2019 and 2020, he served as the Chief Financial Officer of
Siemens Israel.
In connection with his appointment as Senior Vice President,
Finance and his expected appointment as Chief Financial Officer, the Company and Mr. Porat entered into an employment agreement, pursuant to which Mr. Porat will be eligible for the following compensation: (i) a total monthly salary of 155,000
NIS per month; (ii) a target annual bonus of 80% of annual
salary, pro-rated for the initial year of employment; (iii) $1.4 million of restricted stock units that vest as to 25% on August 31, 2025 and in 12 equal monthly installments thereafter through August 31, 2028; (iv) a transportation allowance
of 700 NIS per month; and (v) participation in the Company’s benefit plans and receipt of other perquisites available to similarly situated executives, including participation in a manager’s insurance policy in accordance with Israeli law. Under the employment agreement, in the event of a
termination of Mr. Porat’s employment by the Company without Cause or by Mr. Porat for Justifiable Reason (each as defined in the employment agreement), in each case, within 12 months of a Change of Control (as defined in the employment
agreement), all outstanding equity awards held by Mr. Porat will be fully accelerated. Mr. Porat will also enter into a standard indemnification agreement with the Company, which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023.
Mr. Porat was not appointed pursuant to any arrangement or
understanding between him and any other person. Mr. Porat does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Porat has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. |
Regulation FD Disclosure.
|
On June 10, 2024, the Company issued a press release announcing the upcoming retirement of Mr. Faier from the position of CFO and
appointment of Mr. Porat as Senior Vice President, Finance. A copy of the press release is attached as Exhibit 99.1 hereto.
The information being furnished pursuant to Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability
of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
|
|
Date: June 10, 2024
|
By: /s/ Rachel Prishkolnik
|
|
Name: Rachel Prishkolnik
Title: VP General Counsel and Corporate Secretary
|
Exhibit 99.1
SOLAREDGE ANNOUNCES APPOINTMENT OF NEW SVP FINANCE AND CFO TRANSITION PLAN
RONEN FAIER, CFO TO TRANSITION OUT OF HIS ROLE AS CFO AND BE SUCCEEDED BY ARIEL PORAT,
FORMER EXECUTIVE AT SIEMENS GLOBAL
MILPITAS, Calif. And HERZLIYA, Israel – (BUSINESS WIRE) — June 10, 2024 – SolarEdge
Technologies, Inc. (“SolarEdge” or the “Company”) (Nasdaq: SEDG), a global leader in smart energy technology, announced today the appointment of Ariel Porat as Senior Vice President, Finance. The appointment comes as part of a succession plan
for the Chief Financial Officer role at the Company. Ronen Faier, who currently serves as the Company’s Chief Financial Officer, has notified the Board of Directors of his desire to step down from the Chief Financial Officer role. Mr. Faier will
continue to serve as the Company’s Chief Financial Officer for approximately three months at which time and upon the Board’s formal appointment, Mr. Porat is expected to assume the role of Chief Financial Officer of the Company. Mr. Faier is
expected to remain with the Company to assist with the transition and work on other strategic projects.
Mr. Faier assumed the role of CFO in December 2010 and is the Company’s longest-serving CFO. “Ronen has been an instrumental
part of the SolarEdge family, helping lead the Company through its IPO and its first nine years as a public company, and has built the financial backbone of the Company for many years,“ said Zvi Lando, Chief Executive Officer. “His contributions as
part of management and as a colleague and friend have been an integral part of the SolarEdge culture. On behalf of our executive team and the Board of Directors, we thank him for his endless dedication to the Company and its employees and are
grateful that he will be assisting with a smooth transition for Ariel and the entire finance team.”
Mr. Porat joins SolarEdge with more than a decade of leadership and finance experience in various industries and global
corporations, with his last position as Head of Europe Region for Siemens Energy,. Prior to that position, Porat was CEO of Siemens Israel from 2021-2020, and prior to that served as the CFO of Siemens Israel from 2017-2020.
Mr. Porat brings a wealth of experience and expertise from working for large multinational companies, such as TEVA Pharmaceutical,
Siemens AG and Siemens Energy AG, and experience in the fields of Energy, Healthcare, Mobility and Industry.
“We are very excited to have Ariel join SolarEdge,” said Mr. Lando. “He is a seasoned executive with a proven track record in
multinational companies dedicated to accelerating the energy transition, and we look forward to the contributions he will bring to our company.”
Porat holds an MBA from INSEAD in France and a Bachelor’s degree in Industrial Engineering & Management from Tel Aviv
University.
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, , 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: management transitions, 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, 2023, filed on February 26, 2024 and our quarterly reports filed on Form 10-Q, Current Reports on Form 8-K and other reports filed with the SEC. All information set forth in this release is as of
June 10, 2024. 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