FIRST SOLAR, INC. | Right of Shareholders to Call Special Meetings at FIRST SOLAR, INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
FSLR
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.
Supporting statement
There shall be no discriminatory rule to mandate ownership of First Solar shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. It is important to enable shareholders who recent purchased Company stock to call for a special shareholder meeting because those shareholders can be the shareholders who are most informed about the prospects of the Company since they recently did research on the Company that triggered their decision to purchase Company stock. To guard against the First Solar Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises. First Solar shareholders can only call for a special meeting if they own 25% of all shares outstanding and then First Solar shares owned for lees than one-year are disqualified. This can mean that 40% of the remaining now shares would be needed to call for a special shareholder meeting. This is one big security blanket for First Solar because there has never been a special shareholder meeting at any company that has such a demanding requirement. Shareholders may especially seek a less burdensome right to call for a special shareholder meeting considering the headwinds now faced by First Solar. In its Q1 2025 earnings report, First Solar lowered its annual targets significantly for both revenue and earnings per share. The company cited "near-term challenges presented by the new tariff regime" as the reason for the forecast cut. This update caused the company's stock to drop sharply. Additionally, First Solar reported that its diluted earnings per share for the quarter were $1.95, which was below the $2.54 analysts had expected. The return of Donald Trump to the U.S. presidency has created uncertainty and caused investor concern over federal support for the renewable energy sector. Reports from March and August 2025 documented significant drops in First Solar's stock price following Trump's comments that suggested diminished federal support for solar projects and the potential end of key subsidies for clean energy. Challenges in the solar industry, such as bottlenecks in grid integration and increasing competition from other technologies like crystalline silicon panels, also contributed to a less favorable outlook. A September YouTube analysis highlighted First Solar's heavy reliance on tax credits for profitability and raised concerns about a declining backlog.

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