What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-22 · 130 added, 67 removed, 89 unchanged (69% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Our management, with the participation of our

chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to

Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31,

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required

to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our chief executive

officer and chief financial officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable

assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information

is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

Management’s Report

on Internal Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements

for external purposes in accordance with U.S.

generally accepted accounting principles.

Management assessed our internal control over financial reporting as of December 31, 2021.

Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S.

Management assessed our internal control over

financial reporting as of December 31, 2022 .

Management based its assessment on criteria

established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(2013 framework).

Management’s assessment included evaluation of elements such as the design and operating effectiveness of key

financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment, management has concluded

that our internal control over financial reporting was effective as of the end of the year to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance

generally accepted accounting principles.

We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.

Our independent registered public accounting firm, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independently assessed the effectiveness of the company’s internal control over financial reporting, as stated in Part II, Item 8 of this Form 10-K.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth fiscal quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

We reviewed the results of management’s assessment with the Audit Committee

of our Board of Directors.

Our independent registered public accounting

firm, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independently assessed the effectiveness of the company’s

internal control over financial reporting, as stated in Part II, Item 8 of this Form 10-K.

Our management, including our chief executive

officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial

reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only

reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to

error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system

of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of

controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration

in the degree of compliance with policies or procedures.

Changes in Internal Control

over Financial Reporting

There have been no changes

in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth fiscal

quarter of 2022 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Not applicable.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 will be included under the captions “Directors and Corporate Governance”, “The Board’s Role in Risk Oversight”, “Board Committees”, “Director Compensation”, “Compensation Committee Report”, and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ending December 31, 2021 (the "2021 Proxy Statement") and is incorporated herein by reference.

The information required by Item 10 will be

included under the captions “Directors and Corporate Governance”, “The Board’s Role in Risk Oversight”,

“Board Committees”, “Director Compensation”, “Compensation Committee Report”, and “Section 16(a)

Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed

with the SEC within 120 days of the year ending December 31, 2022 (the "2023 Proxy Statement")

and is incorporated herein by reference.

Executive Compensation

The information required by Item 11 will be included under the captions “Executive Compensation” in our 2022 Proxy Statement and is incorporated herein by reference.

The information required by Item 11 will be

included under the captions “Executive Compensation” in our 2023 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” in our 2022 Proxy Statement and is incorporated herein by reference.

The information required by Item 12 will be

included under the captions “Security Ownership of Certain Beneficial Owners and Management” in our 2023 Proxy Statement and

is incorporated herein by reference.

Compensation Plan Information

The information required regarding securities authorized for issuance under our equity compensation plans is incorporated by reference from the information contained in the section entitled “Executive Compensation” in our 2022 Proxy Statement.

The information required regarding securities

authorized for issuance under our equity compensation plans is incorporated by reference from the information contained in the section

entitled “Executive Compensation” in our 2023 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 will be included under the captions “Transactions with Related Persons” in our 2022 Proxy Statement and is incorporated herein by reference.

The information required by Item 13 will be

included under the captions “Transactions with Related Persons” in our 2023 Proxy Statement and is incorporated herein by

Principal Accountant Fees and Services

The information required by Item 13 will be included under the captions “Transactions with Related Persons” in our 2022 Proxy Statement and is incorporated herein by reference.

The information required by Item 13 will be

included under the captions “Transactions with Related Persons” in our 2023 Proxy Statement and is incorporated herein by

Exhibits, Financial Statement Schedules

Our Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K.

Our Consolidated Financial Statements and Notes thereto are included

in Item 8 of this Annual Report on Form 10-K.

See Index to Item 8 for more detail.

All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

All financial schedules have been omitted either because they

are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included

in Item 8 of this Annual Report on Form 10-K.

Index to Exhibits

Incorporation by Reference

Amended and Restated Certificate of Incorporation

Incorporated by reference to Exhibit 4.1 to Form S-8 (Registration No.

333-203193) filed with the SEC on April 2, 2015

Amended and Restated By-Laws

and Restated Certificate of Incorporation

Incorporated by reference to Exhibit 4.1 to Form S-8 (Registration No.

filed with the SEC on April 2, 2015

and Restated By-Laws

Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on December 1,

Description of Common Stock

Incorporated by reference to Exhibit 3.3 to Form 10-K/A filed with the SEC on February 19, 2021

Specimen Common Stock Certificate of the Registrant

filed with this report

Common Stock Certificate of the Registrant

Incorporated by reference to Exhibit 4.1 of Amendment No.

1 to Form S-1 (Registration No.

1 to Form S-1 (Registration

333-202159) filed with the SEC on March 11, 2015

Indenture, dated September 25, 2020, between the Company and U.S.

dated September 25, 2020, between the Company and U.S.

Bank National Association, as trustee

Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on September

Form of 0.000% Convertible Senior Note due 2025 (included in Exhibit 4.2)

of 0.000% Convertible Senior Note due 2025 (included in Exhibit 4.2)

Incorporated by reference to Exhibit 4.2 to Form 8-K filed with the SEC on September

Employment Agreement, dated August 20, 2019 between SolarEdge Technologies Ltd.

Agreement, dated August 20, 2019 between SolarEdge Technologies Ltd.

and Uri Bechor

Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 21,

Employment Agreement, dated December 1, 2010, between SolarEdge Technologies, Inc.

Agreement, dated December 1, 2010, between SolarEdge Technologies, Inc.

and Ronen Faier

1 unchanged sentence

1 to Form S-1 (Registration No.

333-202159) filed with the SEC on March 11, 2015

Employment Agreement, dated May 17, 2009, between SolarEdge Technologies, Inc.

333-202159) filed

with the SEC on March 11, 2015

Agreement, dated May 17, 2009, between SolarEdge Technologies, Inc.

and Zvi Lando

Incorporated by reference to Exhibit 10.3 of Amendment No.

1 to Form S-1 (Registration No.

1 to Form S-1 (Registration

333-202159) filed with the SEC on March 11, 2015

SolarEdge Technologies, Inc.

Technologies, Inc.

2007 Global Incentive Plan.

Incorporated by reference to Exhibit 99.3 to Form S-8 (Registration No.

333-203193) filed with the SEC on April 2, 2015

SolarEdge Technologies, Inc.

333-203193) filed

with the SEC on April 2, 2015

Technologies, Inc.

2015 Global Incentive Plan

Incorporated by reference to Exhibit 99.1 to Form S-8 (Registration No.

333-203193) filed with the SEC on April 2, 2015

SolarEdge Technologies, Inc.

333-203193) filed

with the SEC on April 2, 2015

Technologies, Inc.

2015 Employee Stock Purchase Plan

1 unchanged sentence

filed with the SEC on April 2, 2015

Form of Non-Employee Director RSU Award Agreement

of Non-Employee Director RSU Award Agreement

Incorporated by reference to Exhibit 10.11 to Form 10-K filed with the SEC on August

Form of Non-Employee Director Stock Option Award Agreement

of Non-Employee Director Stock Option Award Agreement

Incorporated by reference to Exhibit 10.12 to Form 10-K filed with the SEC on August

Form of Employee RSU Award Agreement

of Employee RSU Award Agreement

Incorporated by reference to Exhibit 10.13 to Form 10-K filed with the SEC on August

Form of Employee Stock Option Award Agreement

of Employee Stock Option Award Agreement

Incorporated by reference to Exhibit 10.14 to Form 10-K filed with the SEC on August

of Performance Award Agreement

Filed with this report.

List of Subsidiaries of the Registrant

Filed with this report.

Consent of Kost Forer Gabbay & Kasierer, independent registered public accounting firm

Consent of Kost Forer Gabbay & Kasierer, independent registered public accounting

Filed with this report.

1 unchanged sentence

Filed with this report.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Certification of Chief Executive Officer Pursuant to Rules

13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed with this report.

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Certification of Chief Financial Officer Pursuant to Rules

13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended

Filed with this report.

17 unchanged sentences

Filed with this report.

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline

XBRL document.

Filed with this report.

1 unchanged sentence

Form 10–K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

/s/ Zvi Lando

1 unchanged sentence

February 22, 2023

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Zvi Lando, Ronen Faier, and Rachel Prishkolnik, or any of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

/s/ Zvi Lando

Chief Executive Officer and Director ( Principal Executive Officer )

Know all persons by these presents, that each

person whose signature appears below constitutes and appoints Zvi Lando, Ronen Faier, and Rachel Prishkolnik, or any of them, as such

person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in

such person’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing

requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person,

hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their or such person’s substitute or

substitutes, may lawfully do or cause to be done by virtue thereof.

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf

of the registrant and in the capacities and on the dates indicated below.

Chief Executive Officer and Director ( Principal Executive

February 22, 2023

/s/Ronen Faier

Chief Financial Officer ( Principal Financial and Accounting Officer )

Chief Financial Officer ( Principal Financial and Accounting

February 22, 2023

2 unchanged sentences

February 22, 2023

/s/Yoni Cheifetz

February 22, 2023

1 unchanged sentence

February 22, 2023

/s/Doron Inbar

February 22, 2022

/s/Avery More

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures