SolarEdge Technologies, Inc. (SEDG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. The 2021 Annual Meeting of Shareholders of SolarEdge is called to order, and the polls are now open. I am Zvi Lando, and I will preside as the Chair of today's meeting. Due to the continuing COVID-19 restrictions, we believe that a virtual meeting ensures greater access to those who wanted to attend this Annual Meeting. We have designed the format of the Annual Meeting to provide you with the same rights and opportunities to participate as you would at an in-person meeting, and expect to return to in-person meetings once circumstances allow. Thank you for joining us. We are very pleased to have you here with us today for this meeting. I would like now to introduce several people who are with us today. With us on the call today is our Chairman of the Board of Directors, Nadav Zafrir, and additional Board members, Avery More, Doron Inbarn and Yoni Cheifetz. In addition, we are happy to have with us Ronen Faier, our Chief Financial Officer; and Jose Tender from EY, our auditing firm. Rachel Prishkolnik will serve as Secretary of this meeting. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible.

Thank you, Zvi. Now let's turn to our formal agenda. The agenda for the meeting and the rules of conduct and procedures for the meeting are available on the virtual meeting platform. We ask the participants abide by these rules. As set forth in the rules of the meeting and in our corporate governance documents, the only matters to be discussed and acted upon by the shareholders at this meeting are as set forth in the agenda and proxy statement. This meeting is being held pursuant to the notice of the Annual Meeting of Shareholders, which was made available to you along with our proxy statement and our 2020 annual report. The proxy materials were first made available on or about April 22, 2021, to the shareholders of record at the close of business on April 5, 2021. The Board of Directors has appointed me as inspector for the matters to be voted on at today's meeting. I have presented to Zvi Lando, Chairman of this meeting, copies of the notice of the Annual Meeting, the proxy statement and the form of proxy, together with proof of affidavit of the mailing by Broadridge on April 22, 2021, to each shareholder of record as of the close of business on April 5, 2021. AST has presented me with a list of the shareholders of the company entitled to vote at this meeting as of the record date. This list has been on file at the principal office of the company for inspection during normal business hours prior to the meeting and will be open for inspection throughout this meeting. At this time, any shareholders that are logged in and who have not already submitted a proxy and wish to vote their shares may do so by now clicking on the voting button in the bottom of your screen. While we allow time for shareholders who haven't already done so to complete their voting, I'd like to remind you that some of the statements made at this meeting may be considered forward-looking. The company cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements and other information contained in the company's filings, including our annual report for fiscal 2020, which identifies certain factors that could cause actual results to differ materially from those projected in any forward-looking statements made during the meeting. I will now report the number of votes represented at this meeting, either in-person or by proxy. Mr. Chairman, a total of 51,966,174 shares of common stock of SolarEdge Technologies were outstanding on April 5, 2021, and entitled to be voted at this Annual Meeting. Holders of shares of common stock are entitled to vote one vote per share. Proxies representing approximately 80% of the shares of common stock outstanding and eligible to vote have been received.

Thank you. Based on the Secretary's report, I declare a quorum is present.

The proxies solicited by the Board of Directors designates Zvi Lando and me to vote the shares represented by those proxies. The first resolution, election of directors. Under the company's articles of incorporation, the members of the Board of Directors are divided into 3 classes, with approximately 1/3 of the directors standing for election each year to serve for 3-year terms. The first item of business today is the election of 3 Class III directors, each to hold office until the third Annual Meeting of Shareholders following their election and until their successors are elected and duly qualified. The 3 Class III directors standing for election as nominated by our Board of Directors and as set forth in the proxy statement are Nadav Zafrir, Avery More and Zvi Lando. The Board unanimously recommends a vote for each of the Directors nominees. The next dynamic business is shareholder ratification of the appointment by the Audit Committee of EY as the company's independent registered accounting firm for the year ending December 31, 2021. The Board unanimously recommends approval of this proposal as well. The final item of business is the vote on an advisory and nonbinding basis on the compensation of our named executive officers, commonly referred to as the Say-on-Pay proposal. Our Board unanimously recommended approval of this proposal. That concludes the matters to be voted on at this meeting. [Voting]

The polls are now closed. The formal portion of the meeting is now adjourned. I will announce the preliminary results. The preliminary results of the voting are as follows. On proposal #1, the votes cast for each of the Class III Director nominees represent a majority of those cast for Class III Director nominees. Subject to the confirmation by the inspector of election, the 3 Class III nominees are elected directors, each to hold office until the third Annual Meeting of Shareholders following their election and until their successors are elected and duly qualified. On proposal #2, the votes cast for EY as the independent registered public accounting firm for the company for the year ending December 31, 2021, exceed the votes cast against the proposal. Subject to the confirmation by the inspector of election, the shareholders have ratified the appointment of EY. And on proposal #3, the votes cast for approval on an advisory basis of the compensation of the company's named executive officers as disclosed in the proxy statement exceed the votes cast against the proposal. We will provide the final voting results as certified by the inspector of election in a Form 8-K filed with the Securities and Exchange Commission.