First Solar (FSLR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and a shareholder proposal on special meetings.

• Shareholders can vote online, by phone, or by mail, and the board recommends voting for all director nominees, auditor ratification, and executive compensation, but against the shareholder proposal.

• The board is expanding to ten directors, with a focus on diversity, expertise, and independence; seven of nine current directors are independent.

Voting matters and shareholder proposals

• Proposals include electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation (say-on-pay), and a shareholder proposal to lower the threshold for calling special meetings.

• The board recommends voting against the shareholder proposal, citing recent bylaw changes and the need to balance shareholder rights with protection against special interest groups.

• Majority voting standard applies for director elections; advisory vote on executive compensation is non-binding but considered by the board.

Board of directors and corporate governance

• The board is composed of directors with diverse backgrounds in finance, technology, energy, and governance, with a mix of long-tenured and newer members.

• Four standing committees: audit, compensation, nominating and governance, and technology, all chaired by independent directors.

• Share ownership guidelines require executives and directors to hold significant equity; CEO must hold six times base salary.

• Proxy access allows groups holding 3%+ of shares for three years to nominate directors.