8-KShareholder MattersCorporate ChangesExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Bylaw Amendment (May 9, 2024)

Filed May 9, 2024For Securities:FSLR

Summary

First Solar, Inc. (FSLR) filed an 8-K on May 9, 2024, detailing outcomes from its 2024 annual meeting of stockholders held on May 8, 2024. The most significant outcome for investors is the approved amendment and restatement of the company's bylaws, which now allows stockholders owning 25% or more of outstanding common stock, after a one-year holding period and meeting other requirements, to call a special meeting. This change empowers significant shareholders with greater ability to convene special meetings, potentially influencing corporate governance and strategic discussions. Additionally, the filing confirms the election of all ten director nominees to the board and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024. Stockholders also approved an advisory resolution on executive compensation. Notably, a separate stockholder proposal seeking to adopt a shareholder right to call a special meeting (Proposal No. 5) was not approved, indicating that the board-approved bylaw amendment (Proposal No. 4) was the successful mechanism for enabling special meetings under specific, higher ownership thresholds.

Key Highlights

  • 1Stockholders approved an amendment to the company's bylaws (A&R Bylaws) enabling a 25% or greater shareholder, after a one-year holding period, to call a special meeting.
  • 2All ten director nominees were elected to the board of directors.
  • 3The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified.
  • 4An advisory resolution on the compensation of named executive officers received stockholder approval.
  • 5A separate stockholder proposal (Proposal No. 5) to adopt a general shareholder right to call a special meeting was not approved.
  • 6The A&R Bylaws, incorporating the special meeting provisions, became effective on May 8, 2024.

Frequently Asked Questions

First Solar's bylaws were amended to allow stockholders who own 25% or more of the company's outstanding common stock, and who have held it for at least one year, to call a special meeting of stockholders, provided they comply with other outlined requirements.

Yes, a stockholder proposal (Proposal No. 5) seeking to generally adopt a shareholder right to call a special meeting was not approved by stockholders. However, a similar but more restrictive provision, initiated by the board, was approved as part of the bylaw amendment (Proposal No. 4).

All ten nominated individuals were elected as members of the board of directors: Michael J. Ahearn, Anita Marangoly George, Molly E. Joseph, Lisa A. Kro, William J. Post, Venkata “Murthy” Renduchintala, Paul H. Stebbins, Michael Sweeney, Mark R. Widmar, and Norman L. Wright.

Yes, stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar's independent registered public accounting firm for the year ending December 31, 2024.