fslr-20200723
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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

July 23, 2020
Date of Report (Date of earliest event reported)

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

Delaware001-3315620-4623678
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

350 West Washington Street, Suite 600
Tempe, Arizona 85281
(Address of principal executive offices, including zip code)

(602414-9300
(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 classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.001 par valueFSLRThe 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 23, 2020, Philip Tymen deJong, Chief Operating Officer of First Solar, Inc. (the “Company”), notified the Company of his decision to retire, effective as of April 2021. Prior to the effective date of his retirement, Mr. deJong will continue to serve as Chief Operating Officer, overseeing certain priority projects for the Company, and will transition his remaining responsibilities to Michael Koralewski, Chief Manufacturing Operations Officer; Kuntal Kumar Verma, Chief Manufacturing Engineering Officer; and Patrick Buehler, Chief Quality and Reliability Officer. Each of Messrs. Koralewski, Verma, and Buehler will report to the Chief Executive Officer, effective August 10, 2020.

Mr. Koralewski, age 49, joined the Company in 2006, serving in several senior roles in operations and quality management, including as Senior Vice President – Global Manufacturing since 2015, Vice President – Site Operations (Global) and Plant Manager since 2011, and Vice President – Global Quality since 2009, before being appointed Chief Manufacturing Operations Officer. Prior to joining the Company, Mr. Koralewski worked for 10 years at Dana Incorporated where he held several positions with global responsibility in operations and quality management. He earned a Bachelor of Science in chemical engineering from Case Western Reserve University and a Master of Business Administration from Bowling Green State University.

Mr. Verma, age 47, joined the Company in 2002, serving in progressively more senior roles in engineering and manufacturing, including as Vice President – Global Manufacturing Engineering since 2012, before being appointed Chief Manufacturing Engineering Officer. Prior to joining the Company, Mr. Verma held several engineering and operations positions at Reliance Industries Limited, India. He earned a Bachelor of Science from the National Institute of Technology in India, a Master of Science in industrial engineering from the University of Toledo, and a Master of Business Administration from Bowling Green State University.

Mr. Buehler, age 43, joined the Company in 2006, serving in progressively more senior technical and operations roles in quality and reliability, including as Vice President – Quality & Reliability since 2019, before being appointed Chief Quality and Reliability Officer. Prior to joining the Company, Mr. Buehler held several roles in manufacturing, engineering, maintenance, and product development at DuPont de Nemours, Inc. and Cummins, Inc. He earned a Bachelor of Science in mechanical engineering from the University of Cincinnati and a Master of Science in mechanical engineering from Purdue University.

Each of Messrs. Koralewski, Verma, and Buehler has entered into an employment agreement with the Company, effective August 10, 2020. Under the employment agreements, among other things, Mr. Koralewski is entitled to an annual base salary of $330,430 (subject to periodic increases at the Company’s discretion) and the opportunity to participate in the Company’s annual bonus program, with a target bonus percentage of 70% of his annual base salary; Mr. Verma is entitled to an annual base salary of $330,000 (subject to periodic increases at the Company’s discretion) and the opportunity to participate in the Company’s annual bonus program, with a target bonus percentage of 70% of his annual base salary; and Mr. Buehler is entitled to an annual base salary of $290,000 (subject to periodic increases at the Company’s discretion) and the opportunity to participate in the Company’s annual bonus program, with a target bonus percentage of 55% of his annual base salary.

Each of Messrs. Koralewski, Verma, and Buehler is eligible to participate in the Company’s standard employee benefit programs and will be entitled to benefits consistent with those provided to other associates of the Company and any other benefits that the Company may, in its sole discretion, elect to grant to any of them from time to time. All payments made to Messrs. Koralewski, Verma, and Buehler pursuant to their respective employment agreements will be subject to clawback by the Company to the extent required by applicable law.

In the event of a termination of employment by the Company without cause prior to a change in control (each as defined in the employment agreement) or after the two-year period following a change in control (such two-year period, the “change in control protection period”), subject to delivery of a release of claims, each of Messrs.
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Koralewski, Verma, and Buehler will be entitled to cash severance equal to 12 months’ salary continuation, as well as medical coverage until the earlier of 12 months or such time as Messrs. Koralewski, Verma, or Buehler, as applicable, is covered under a medical benefits plan of a subsequent employer. In addition, in the event of a termination of employment by the Company without cause outside the change in control protection period, any time-vesting equity awards (or portions thereof) granted to Messrs. Koralewski, Verma, or Buehler, as applicable, that would have vested or become exercisable by their terms within 12 months following such date of termination of employment will become vested or exercisable as of such date of termination of employment.

In the event of a termination of employment by the Company without cause or for good reason (as defined in the employment agreement), in each case, within the change in control protection period, subject to a delivery of a release of claims, each of Messrs. Koralewski, Verma, and Buehler will be entitled to receive (i) cash severance equal to two times the sum of (a) his respective annual salary and (b) the greater of his respective target bonus or his respective average bonus during the preceding three years, (ii) a prorated target bonus, (iii) continued health benefits for 18 months, (iv) up to $20,000 in expenses for outplacement services, and (v) full vesting of all of his respective equity awards.

The foregoing description of the material terms of the employment agreements of Messrs. Koralewski, Verma, and Buehler does not purport to be complete and is qualified in its entirety by reference to the full text of such employment agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2020.

Each of Messrs. Koralewski, Verma, and Buehler is subject to certain restrictions on competition and solicitation during his respective employment with the Company and for one year thereafter, as well as separate confidentiality and intellectual property obligations, each pursuant to agreements the terms of which are consistent in all material respects to those that the Company has previously entered into with its other executive officers.

None of Messrs. Koralewski, Verma, and Buehler is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K; none is expected to serve on any board committee; and none has family relationships with any other director or executive officer of the Company.

A copy of the Company’s press release announcing these and other officer changes is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.
Exhibit NumberDescription
104
Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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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: July 29, 2020By:/s/ JASON DYMBORT
Name:Jason Dymbort
Title:General Counsel & Secretary

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Document

EXHIBIT 99.1
News Release

Tymen deJong, First Solar’s Chief Operating Officer, to Retire
First Solar Announces Senior Leadership Changes

TEMPE, Ariz., July 29, 2020 First Solar, Inc. (Nasdaq: FSLR) today announced that Philip Tymen deJong, Chief Operating Officer (COO), has decided to retire from the Company, effective April 2021. In addition, First Solar announced a series of senior leadership changes.

Mr. deJong’s successful career spans over four decades, with ten years of service to First Solar, five of which includes his tenure as COO. Among his many achievements, Mr. deJong played a fundamental role in establishing the Company’s international Series 6 module manufacturing footprint with five announced factories currently in production, and a sixth on track to commence production during the first quarter of 2021.

Mr. deJong will continue to serve as COO for an eight-month transition period, during which he will oversee certain priority projects, while transitioning the majority of his responsibilities to Michael Koralewski, Chief Manufacturing Operations Officer; Kuntal Kumar Verma, Chief Manufacturing Engineering Officer; and Patrick Buehler, Chief Quality and Reliability Officer, each of whom will join First Solar’s executive leadership team.

“I am deeply appreciative of Tymen’s tremendous leadership and his many significant contributions to First Solar,” said Mark Widmar, Chief Executive Officer of First Solar. “After a decade of stewardship of our manufacturing, supply chain, and enterprise-wide operations, Tymen’s retirement is well earned. I am grateful that he will continue to serve the Company on several key initiatives until his retirement is effective in April of next year.”

Mr. Koralewski provides nearly fifteen years of global operational experience to the executive leadership team. As Chief Manufacturing Operations Officer, he is responsible for First Solar’s site operations and supply chain management. Mr. Koralewski joined First Solar in 2006 and has held progressively more senior roles in operations and quality management with global responsibility, including Vice President – Global Quality, Vice President – Site Operations (Global) and Plant Manager, and Senior Vice President – Global Manufacturing.

Since joining First Solar more than fifteen years ago, Mr. Verma has been instrumental in scaling up First Solar’s manufacturing capabilities, including the first and second generation cadmium telluride (CdTe) manufacturing lines. As Chief Manufacturing Engineering Officer, he is responsible for global manufacturing replication and performance. Prior to his current role, Mr. Verma held a variety of engineering roles, including as Vice President – Global Manufacturing Engineering, Director – Manufacturing Engineering, and Engineering Manager – Deposition.

Mr. Buehler brings over a decade of experience in quality and reliability to the executive leadership team. As Chief Quality and Reliability Officer, he is responsible for global manufacturing quality, product reliability, performance and prediction analytics, customer service, sustainability, and environmental, health and safety. Mr. Buehler joined First Solar in 2006 and has held progressively more senior technical and operations roles in quality and reliability, including serving as Vice President – Quality & Reliability since March 2019.

“With Series 6 deployed, and a strong team in place to carry it forward, I am confident that the timing is right for me to retire with the business in good hands,” said Mr. deJong. “I am working closely with Mike, Kuntal, and Pat to
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effect a seamless transition and look forward to watching the team continue First Solar’s operational excellence leadership.”

First Solar also announced today that Markus Gloeckler has been appointed Co-Chief Technology Officer alongside Raffi Garabedian, First Solar’s Chief Technology Officer since 2012, as part of First Solar’s new co-CTO structure. Mr. Gloeckler will join First Solar’s executive leadership team.

“Moving to a co-CTO structure will enhance our platform for growth and aligns with our vision to excel in technology,” said Mr. Widmar. “As co-CTOs, Markus will continue to drive our Series 6 platform, enabling Raffi to focus on advanced research and development and further pursue the capabilities of our industry-leading cadmium telluride thin-film module technology.”

Mr. Gloeckler has extensive experience guiding strategic research and development activities. Prior to being named Co-Chief Technology Officer, Mr. Gloeckler served as Vice President – Chief Scientist, before being promoted to Senior Vice President – Module Research & Development. He was instrumental in enabling First Solar’s achievement of a world-record conversion efficiency for a CdTe solar cell.

In addition, First Solar announced today that Jason Dymbort will join the executive leadership team as General Counsel and Secretary after serving in this capacity on an interim basis since March 2020. During his time at First Solar, which began in 2008, Mr. Dymbort has held numerous legal roles for the Company, helping to grow the Company’s internal legal capabilities in support of a broad range of subject matter areas. Between 2015 and 2018, Mr. Dymbort served as general counsel and secretary for the general partner of 8point3 Energy Partners, then a publicly-traded yieldco and affiliate of First Solar. Before joining First Solar, Mr. Dymbort was a corporate attorney at Cravath, Swaine & Moore LLP.

“These senior leadership changes speak to the strength of the talent within First Solar,” said Caroline Stockdale, First Solar’s Chief People and Communications Officer. “We believe these additions to the executive leadership team, all of whom share our vision of leading the world’s sustainable energy future, will better align our manufacturing, technical, and commercial capabilities, and set the Company up for continued growth.”

About First Solar, Inc.

First Solar is a leading global provider of comprehensive photovoltaic (“PV”) solar energy solutions, which use its advanced module and system technology. The Company's integrated power plant solutions deliver an economically attractive alternative to fossil-fuel electricity generation today. From raw material sourcing through end-of-life module recycling, First Solar’s renewable energy systems protect and enhance the environment. For more information about First Solar, please visit www.firstsolar.com.

For First Solar Investors

This release contains forward-looking statements which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical fact, are forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning First Solar’s senior leadership changes and their effect on the Company’s future growth. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events and therefore speak only as of the date of this release. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason, whether as a result of new information, future developments or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,
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performance or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to: the severity and duration of the COVID-19 pandemic, including its potential impact on our business, results of operations, and financial condition; structural imbalances in global supply and demand for PV solar modules; the market for renewable energy, including solar energy; our competitive position and other key competitive factors; reduction, elimination, or expiration of government subsidies, policies, and support programs for solar energy projects; the impact of public policies, such as tariffs or other trade remedies imposed on solar cells and modules; our ability to execute on our long-term strategic plans; our ability to execute on our solar module technology and cost reduction roadmaps; our ability to improve the wattage of our solar modules; interest rate fluctuations and both our and our customers’ ability to secure financing; the creditworthiness of our off-take counterparties and the ability of our off-take counterparties to fulfill their contractual obligations to us; the ability of our customers and counterparties to perform under their contracts with us; the satisfaction of conditions precedent in our project sales agreements; our ability to attract new customers and to develop and maintain existing customer and supplier relationships; our ability to successfully develop and complete our systems business projects; our ability to convert existing production facilities to support new product lines, such as Series 6 module manufacturing; general economic and business conditions, including those influenced by U.S., international, and geopolitical events; environmental responsibility, including with respect to CdTe and other semiconductor materials; claims under our limited warranty obligations; changes in, or the failure to comply with, government regulations and environmental, health, and safety requirements; effects resulting from pending litigation, including the opt-out action against us; future collection and recycling costs for solar modules covered by our module collection and recycling program; our ability to protect our intellectual property; our ability to prevent and/or minimize the impact of cyber-attacks or other breaches of our information systems; our continued investment in research and development; the supply and price of components and raw materials, including CdTe; our ability to attract and retain key executive officers and associates; and the matters discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q, as supplemented by our other filings with the Securities and Exchange Commission. You should carefully consider the risks and uncertainties described in these reports.


MediaInvestors
Reuven ProençaMitchell Ennis
First Solar MediaFirst Solar Investor Relations
reuven.proenca@firstsolar.commitchell.ennis@firstsolar.com

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v3.20.2
Document and Entity Information Document
Jul. 23, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 23, 2020
Entity Registrant Name FIRST SOLAR, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33156
Entity Tax Identification Number 20-4623678
Entity Address, Address Line One 350 West Washington Street, Suite 600
Entity Address, City or Town Tempe
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85281
City Area Code 602
Local Phone Number 414-9300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol FSLR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001274494
Amendment Flag false