First Solar (FSLR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and a shareholder proposal regarding special meetings.

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

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor, an advisory vote on executive compensation, and a shareholder proposal to amend special meeting requirements.

• The board opposes the shareholder proposal to remove the one-year holding requirement for calling special meetings, citing risk of short-term interests and recent bylaw amendments approved by 96% of votes.

• Majority vote standard applies for director elections; advisory votes on compensation are non-binding but considered in future decisions.

Board of directors and corporate governance

• The board will be reduced to nine members after the meeting, with eight independent directors and one executive (the CEO).

• Board leadership separates chair and CEO roles, with a lead independent director position established.

• Four standing committees: audit, compensation, nominating and governance, and technology, all with independent members.

• Board skills and demographic matrices show diversity in gender, ethnicity, and expertise, including technology, finance, and ESG.

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