fslr-20260513 0001274494 false 0001274494 2026-05-13 2026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

May 13, 2026
Date of Report (Date of earliest event reported)

FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-33156 20-4623678
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

4300 E Camelback Road, Suite 220
Phoenix , Arizona 85018
(Address of principal executive offices, including zip code)

( 602 )  414-9300
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value FSLR The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders

First Solar, Inc. (“First Solar”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 13, 2026. A description of each matter voted upon at the Annual Meeting is described in detail in First Solar’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

As of the record date for the Annual Meeting, March 19, 2026, there were 107,450,760 shares of common stock outstanding and entitled to vote, of which the holders of 92,119,644 shares of common stock were represented in person or by proxy at the Annual Meeting.

Proposal No. 1: Stockholders elected each of the following ten nominees as members of the board of directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

Nominees Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
Michael J. Ahearn 73,565,012  6,066,472  78,499  12,409,661 
Anita Marangoly George 78,933,242  694,003  82,738  12,409,661 
Lisa A. Kro 75,465,637  4,132,033  112,313  12,409,661 
Curtis A. Morgan 76,892,237  2,726,046  91,700  12,409,661 
William J. Post 70,855,775  8,788,759  65,449  12,409,661 
Venkata “Murthy” Renduchintala
77,429,510  2,186,368  94,105  12,409,661 
Paul H. Stebbins 61,656,306  17,745,590  308,087  12,409,661 
Michael Sweeney 68,585,103  11,038,235  86,645  12,409,661 
Mark R. Widmar 75,982,710  3,651,746  75,527  12,409,661 
Norman L. Wright 73,878,468  5,698,815  132,700  12,409,661 

Proposal No. 2: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as First Solar, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
79,965,380  12,029,611  124,653  — 

Proposal No. 3: Stockholders approved an advisory resolution on the compensation of our named executive officers.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
69,193,058  10,350,148  166,777  12,409,661 

Proposal No. 4: Stockholders did not approve a stockholder proposal to improve shareholder ability to call for a special shareholder meeting.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
34,312,260  45,149,728  247,995  12,409,661 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST SOLAR, INC.

Date: May 15, 2026 By: /s/ JASON DYMBORT
Name: Jason Dymbort
Title: General Counsel & Secretary

3