Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
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,
2022 . 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. generally accepted accounting principles.
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
with U.S. 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.
60
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.
ITEM 9B. Other
Information
Not applicable.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
61
PART III
ITEM 10.
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, 2022 (the "2023 Proxy Statement")
and is incorporated herein by reference.
ITEM 11.
Executive Compensation
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.
ITEM 12.
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 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 2023 Proxy Statement.
ITEM 13.
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 2023 Proxy Statement and is incorporated herein by
reference.
ITEM 14.
Principal Accountant Fees and Services
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
reference.
62
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
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.
Index to Exhibits
Exhibit
No.
Description
Incorporation by Reference
3.1
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
3.2
Amended
and Restated By-Laws
Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on December 1,
2022
3.3
Description of Common Stock
filed with this report
4.1
Specimen
Common Stock Certificate of the Registrant
Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-1 (Registration
No. 333-202159) filed with the SEC on March 11, 2015
4.2
Indenture,
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
25, 2020
4.3
Form
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
25, 2020
10.1†
Employment
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,
2019
10.2†
Employment
Agreement, dated December 1, 2010, between SolarEdge Technologies, Inc. and Ronen Faier
Incorporated by reference to Exhibit 10.3 of Amendment No. 1 to Form S-1 (Registration No. 333-202159) filed
with the SEC on March 11, 2015
10.3†
Employment
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. 333-202159) filed with the SEC on March 11, 2015
10.4†
SolarEdge
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
10.5†
SolarEdge
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
10.6†
SolarEdge
Technologies, Inc. 2015 Employee Stock Purchase Plan
Incorporated by reference to Exhibit 99.2 to Form S-8 (Registration No. 333-203193)
filed with the SEC on April 2, 2015
10.7
†
Form
of Non-Employee Director RSU Award Agreement
Incorporated by reference to Exhibit 10.11 to Form 10-K filed with the SEC on August
20, 2015
10.8
†
Form
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
20, 2015
10.9
†
Form
of Employee RSU Award Agreement
Incorporated by reference to Exhibit 10.13 to Form 10-K filed with the SEC on August
20, 2015
63
10.10
†
Form
of Employee Stock Option Award Agreement
Incorporated by reference to Exhibit 10.14 to Form 10-K filed with the SEC on August
20, 2015
10.11
Form
of Performance Award Agreement
Filed with this report.
21.1
List of Subsidiaries of the Registrant
Filed with this report.
23.1
Consent of Kost Forer Gabbay & Kasierer, independent registered public accounting
firm
Filed with this report.
24.1
Power of Attorney (included in signature page)
Filed with this report.
31.1
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.
31.2
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.
32.1
Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed with this report.
32.2
Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed with this report.
101.INS
XBRL Instance Document - - embedded within the Inline XBRL document
Filed with this report.
101.SCH
XBRL Taxonomy Extension Schema Document
Filed with this report.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed with this report.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed with this report.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed with this report.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed with this report.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline
XBRL document.
Filed with this report.
† Management contract or compensatory plan or arrangement.
ITEM 16.
Form 10–K Summary
None.
64
SIGNATURES
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.
By:
/s/ Zvi Lando
Name:
Zvi Lando
Title:
Chief Executive Officer
Date:
February 22, 2023
65
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.
Signature
Title
Date
/s/Zvi Lando
Chief Executive Officer and Director ( Principal Executive
Officer )
February 22, 2023
/s/Ronen Faier
Chief Financial Officer ( Principal Financial and Accounting
Officer )
February 22, 2023
/s/Nadav Zafrir
Chairman of the Board
February 22, 2023
/s/Dirk Hoke
Director
February 22, 2023
/s/Marcel Gani
Director
February 22, 2023
/s/Avery More
Director
February 22, 2023
/s/Tal Payne
Director
February 22, 2023
/s/Betsy Atkins
Director
February 22, 2023
66