UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
MAXEON SOLAR TECHNOLOGIES, LTD.
(Exact name of registrant as specified in its charter)
| Singapore | 001-39368 | |||||||
(State or other jurisdiction of incorporation) | (Commission file number) | |||||||
8 Marina Boulevard #05-02
Marina Bay Financial Centre
018981, Singapore
(Address of principal executive offices) (Zip code)
Lindsey Wiedmann
Chief Legal Officer
+65 6338 1888
(Name and telephone number, including area code, of the person to contact in connection with this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2022 | ||||||||||||||||
| ☐ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended | ||||||||||||||||
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
As provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, a Conflict Minerals Report is provided as an exhibit to this Form SD and is available on Maxeon Solar Technologies, Ltd.’s (the “Company’s”) website at https://corp.maxeon.com/investor-relations. The information contained on the Company’s website is not incorporated by reference into this Form SD or the Company’s Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.
Information concerning conflict minerals from recycled or scrap sources that may be contained in the Company’s in-scope products is included in the Conflict Minerals Report and is incorporated in this Form SD by reference.
Item 1.02 Exhibit
The Conflict Minerals Report provided for in Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 - Exhibits
Item 3.01 Exhibits
| Exhibit No. | Description | ||||
| 1.01 | |||||
SIGNATURES
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 duly authorized undersigned.
MAXEON SOLAR TECHNOLOGIES, LTD. (Registrant) | |||||||||||
| By: | /s/ Lindsey Wiedmann | Date: | May 31, 2024 | ||||||||
| Name: | Lindsey Wiedmann | ||||||||||
| Title: | Chief Legal Officer | ||||||||||
EXHIBITS
| Exhibit | Title | ||||
| Conflict Minerals Report for the calendar year ended December 31, 2023 | |||||
Exhibit 1.01
Conflict Minerals Report
Maxeon Solar Technologies, Ltd. has included this Conflict Minerals Report as an exhibit to its Form SD for 2023 as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May [ ], 2024.
Unless the context indicates otherwise, the term “Maxeon” refers to Maxeon Solar Technologies, Ltd. and its consolidated subsidiaries, and “Service Provider” refers to the third party retained by Maxeon to assist with supplier outreach and data validation of the responses received from suppliers. Some of the compliance activities described in this Conflict Minerals Report were performed by the Service Provider on behalf of and/or in coordination with Maxeon. As used herein and consistent with the Conflict Minerals Rule, “Conflict Minerals” or “3TG” are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals.
This Conflict Minerals Report can be found on the Maxeon website at: https://www.maxeon.com/financials-filings/sec-filings.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. In particular, statements contained in this document that are not historical facts, including, but not limited to, statements concerning the additional steps that Maxeon intends to take to mitigate the risk that its necessary 3TG benefit armed groups, constitute forward-looking statements and are made under the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act.
Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties may include, but are not limited to, (1) the continued implementation of satisfactory traceability and other compliance measures by Maxeon’s direct and indirect suppliers on a timely basis or at all, (2) whether smelters and refiners (“SORs”) and other market participants responsibly source 3TG and (3) political, regulatory and economic developments, whether in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”), the United States or elsewhere. Maxeon cautions readers not to place undue reliance on any forward-looking statements, which only speak as of the date made. Maxeon undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
Overview; Maxeon’s Products and Applicability of the Conflict Minerals Rule
Maxeon is one of the world’s leading global manufacturers and marketers of premium solar power technology. We have developed and maintained this leadership position through decades of technological innovation and investment, in addition to the development of sales and distribution channels across six continents. Maxeon’s products include solar cells and panels, which we manufacture. Many of the products that Maxeon manufactures contain certain 3TG necessary to the functionality or production of such products. However, 3TG content continues to represent a small portion of the materials content of Maxeon’s in-scope products.
For a further discussion of Maxeon’s products, see its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. The information contained in the Form 20-F is not incorporated by reference into this Conflict Minerals Report or Maxeon’s Form SD for 2023 and should not be considered part of this Conflict Minerals Report or the Form SD.
Maxeon is multiple levels removed from the mining of minerals (3TG or otherwise). Maxeon does not make purchases of raw ore or refined 3TG minerals directly from SORs and makes no purchases in the Covered Countries. However, through the efforts described in this Conflict Minerals Report, Maxeon seeks to ensure its suppliers are sourcing responsibly.
Maxeon does not seek to embargo responsible sourcing of 3TG from the Covered Countries or other conflict-affected and high-risk regions and encourages its suppliers to continue to source 3TG responsibly from these regions.
Reasonable Country of Origin Inquiry
To complete the “reasonable country of origin inquiry” (the “RCOI”) required by the Conflict Minerals Rule, Maxeon and its Service Provider engaged with suppliers to collect information about the presence and source of 3TG used in components, parts supplied to Maxeon. For its RCOI, to the extent applicable, Maxeon utilized the same processes and procedures as for its due diligence, in particular Steps 1 and 2 of the OECD Guidance (as defined below), which are discussed later in this Conflict Minerals Report. For 2023, Maxeon surveyed 40 suppliers as part of its RCOI.
The results of Maxeon’s RCOI are discussed under “Findings Concerning Smelters and Refiners and Country of Origin Information.”
Due Diligence Measures
Design Framework
Maxeon utilizes due diligence measures for 3TG that are intended to conform with, in all material respects, the criteria set forth in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition) (the “OECD Guidance”). The OECD Guidance established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. Application of the framework constitutes a part of the program that Maxeon has put in place to help ensure that the 3TG contained in its products are responsibly sourced.
Diligence Program
In furtherance of Maxeon’s 3TG due diligence, it performed the due diligence measures discussed below for 2023.
Compliance Team
In support of its compliance efforts, Maxeon has a compliance team that is charged with overseeing, implementing and providing feedback on its 3TG compliance strategy. The team consists of staff from Maxeon’s operations groups, under executive leadership. The members of the team and selected other internal personnel are familiar with the Conflict Minerals Rule, the OECD Guidance, Maxeon’s compliance plan, and the procedures for reviewing and validating supplier responses to Maxeon’s inquiries. Maxeon also utilized the Service Provider and specialist outside counsel to assist with and/or to advise it on certain aspects of its compliance.
Conflict Minerals Policy; Training Resources; Grievance Mechanism
Maxeon maintains a Conflict Minerals Policy. Under the Conflict Minerals Policy, Maxeon suppliers are required to acknowledge Maxeon’s Supplier Sustainability Guidelines, which incorporates the Conflict Minerals Policy. Under the Conflict Minerals Policy, Maxeon reserves the right to request additional documentation from its suppliers regarding the source of any 3TG included in their products. In addition, Maxeon reserves the right to ask suppliers to maintain traceability data for a minimum of five years. The Conflict Minerals Policy indicates that Maxeon will
evaluate its relationships with its suppliers on an ongoing basis to ensure continued compliance with the Conflict Minerals Policy.
The Conflict Minerals Policy is communicated internally to Maxeon’s supply chain employees and to suppliers. In addition, the Conflict Minerals Policy is posted on Maxeon’s website at https://corp.maxeon.com/static-files/7189df75-ef32-4397-bda9-06e6a11d50fe.
In an effort to increase supplier awareness about Conflict Minerals and related regulatory requirements, to provide answers to frequently asked questions concerning 3TG mineral tracing, and ultimately to improve the accuracy and completeness of supplier responses, suppliers that were part of Maxeon’s outreach received access to the Service Provider’s online resources.
Maxeon has a grievance mechanism for reporting violations of its Conflict Minerals Policy. The grievance mechanism is available through the Conflict Minerals Policy. Violations may be reported by contacting Maxeon’s Compliance and Ethics Helpline at https://maxeon.ethicspoint.com.
Data Collection; Records Storage and Retention
For 2023, Maxeon carried out due diligence on relevant components and parts in the products it manufactured. Maxeon’s outreach included 40 suppliers (the “Suppliers”) that provided components or parts determined by Maxeon to contain or potentially contain necessary 3TG, and which were incorporated into products manufactured by Maxeon.
Maxeon sent the Suppliers a request to submit a Conflict Minerals Reporting Template, which is the widely-used data collection form developed by the Responsible Minerals Initiative (the “RMI” and the “CMRT”), to gather information on the use of 3TG by the Suppliers, the source of the 3TG and the Suppliers’ related compliance procedures. Maxeon gave the Suppliers the ability to provide information at a level at which they could most readily assemble the information (i.e., company, product, or user-defined), but required the Suppliers to declare the level of information provided. Following the initial introductions to the program and information request, reminder emails were sent to each non-responsive Supplier requesting survey completion. This outreach was managed by the Service Provider on Maxeon’s behalf. Additional outreach also was conducted by Maxeon’s staff on an as-needed basis to further emphasize the importance of suppliers completing the CMRT.
The Service Provider reviewed CMRT responses received from the Suppliers for plausibility, consistency and gaps. If any “quality control” flags were raised, Suppliers were contacted to clarify the concern. If the SOR was not identified as Conformant (as later defined) or the equivalent by the RMI, the London Bullion Market Association (the “LBMA”) or the Responsible Jewellery Council (the “RJC”), the Service Provider attempted to contact the SOR to gain more information about its sourcing practices, including countries of origin and transfer, and due diligence procedures. In addition, for SORs that are not Conformant, the Service Provider searched public information to attempt to determine the SOR’s sourcing practices.
Maxeon has an electronic file for the maintenance of business records relating to 3TG due diligence, including records of due diligence processes, findings and resulting decisions. Maxeon stores all supplier CMRTs and documents evidence of identified supplier 3TG sourcing risk. As contemplated by the OECD Guidance, Maxeon will maintain these records for at least five years. The Service Provider also is requested to maintain records in its possession for at least five years.
3TG Risk Management
Maxeon obtained information on 3TG sourcing risk from a variety of sources, including the Service Provider. Maxeon further used the CMRT responses to identify 3TG sourcing risk. Given Maxeon’s position in the 3TG supply chain, it believes that this is the most efficient means for identifying 3TG sourcing risk.
Supply chain managers within Maxeon worked with the compliance team to identify 3TG sourcing concerns and determine risk mitigation efforts. The compliance team reported aggregated risk findings to and the contents of this Conflict Minerals Report are shared with Maxeon’s executive management.
Maxeon determines on a case-by-case basis the appropriate risk mitigation strategy for any identified risks. Potential outcomes under Maxeon’s risk mitigation strategy include continuing to work with the supplier while risks are addressed or reassessing the relationship with the supplier.
As part of its risk mitigation, in 2023 Maxeon sent letters to several suppliers sourcing from SORs that were not Conformant. Under Maxeon’s risk management framework, to the extent that risks require mitigation, Maxeon monitors and tracks the performance of the risk mitigation efforts and reports these efforts to appropriate senior oversight personnel.
Utilization of Independent Third-Party Audits
To the extent that SORs are identified, Maxeon primarily utilizes information made available by the RMI concerning independent third-party audits and Conformant status. Maxeon also relies on audits performed by the LBMA and the RJC.
Report on Supply Chain Due Diligence
Maxeon files a Form SD and a Conflict Minerals Report with the Securities and Exchange Commission and makes these filings available on its investor relations website.
Findings Concerning Smelters and Refiners and Country of Origin Information
For 2023, Maxeon surveyed 40 Suppliers as part of its due diligence around 3TG and received CMRTs from 78% of those Suppliers in response to its outreach. The CMRT declarations received identified 62 SORs that processed or may have processed 3TG contained in Maxeon’s in-scope products. Many Suppliers provided company-level declarations. Therefore, the list of processing facilities disclosed below may over-represent the number of 3TG processing facilities in Maxeon’s supply chain.
In brief, as indicated in the table below:
•62 SORs were identified by the Suppliers.
•100% of SORs were listed as Conformant (as defined below).
In connection with Maxeon’s RCOI or due diligence, as applicable, the Suppliers identified to Maxeon the facilities listed below as potentially having processed the necessary 3TG contained in Maxeon’s in-scope products in 2023 (table information is as of May 16, 2024; see the notes following the table for additional information concerning the information presented in the table).
Metal | Smelter Name | Country Name | Status | ||||||||
Gold | Aida Chemical Industries Co., Ltd. | Japan | Conformant | ||||||||
Gold | Argor-Heraeus S.A. | Switzerland | Conformant | ||||||||
Gold | Asahi Pretec Corp. | Japan | Conformant | ||||||||
Gold | Dowa | Japan | Conformant | ||||||||
Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | China | Conformant | ||||||||
Gold | Heraeus Metals Hong Kong Ltd. | China | Conformant | ||||||||
Gold | Ishifuku Metal Industry Co., Ltd. | Japan | Conformant | ||||||||
Gold | JX Nippon Mining & Metals Co., Ltd. | Japan | Conformant | ||||||||
Gold | Kojima Chemicals Co., Ltd. | Japan | Conformant | ||||||||
Gold | LS MnM Inc. | Korea, Republic of | Conformant | ||||||||
Gold | Matsuda Sangyo Co., Ltd. | Japan | Conformant | ||||||||
Gold | Metalor Technologies (Hong Kong) Ltd. | China | Conformant | ||||||||
Gold | Metalor Technologies (Singapore) Pte., Ltd. | Singapore | Conformant | ||||||||
Gold | Metalor Technologies (Suzhou) Ltd. | China | Conformant | ||||||||
Gold | Metalor Technologies S.A. | Switzerland | Conformant | ||||||||
Gold | Metalor USA Refining Corporation | United States | Conformant | ||||||||
Gold | Mitsubishi Materials Corporation | Japan | Conformant | ||||||||
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan | Conformant | ||||||||
Gold | MKS PAMP SA | Switzerland | Conformant | ||||||||
Gold | Nihon Material Co., Ltd. | Japan | Conformant | ||||||||
Gold | Royal Canadian Mint | Canada | Conformant | ||||||||
Gold | Shandong Gold Smelting Co., Ltd. | China | Conformant | ||||||||
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | Conformant | ||||||||
Gold | Sichuan Tianze Precious Metals Co., Ltd. | China | Conformant | ||||||||
Gold | Solar Applied Materials Technology Corp. | Taiwan | Conformant | ||||||||
Gold | Sumitomo Metal Mining Co., Ltd. | Japan | Conformant | ||||||||
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan | Conformant | ||||||||
Gold | Tokuriki Honten Co., Ltd. | Japan | Conformant | ||||||||
Gold | United Precious Metal Refining, Inc. | United States | Conformant | ||||||||
Gold | Valcambi S.A. | Switzerland | Conformant | ||||||||
Gold | Western Australian Mint (T/a The Perth Mint) | Australia | Conformant | ||||||||
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China | Conformant | ||||||||
Tin | Alpha | United States | Conformant | ||||||||
Tin | Aurubis Beerse | Belgium | Conformant | ||||||||
Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | China | Conformant | ||||||||
Tin | China Tin Group Co., Ltd. | China | Conformant | ||||||||
Tin | Dowa | Japan | Conformant | ||||||||
Tin | Fenix Metals | Poland | Conformant | ||||||||
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China | Conformant | ||||||||
Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China | Conformant | ||||||||
Tin | Jiangxi New Nanshan Technology Ltd. | China | Conformant | ||||||||
Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Conformant | ||||||||
Tin | Metallic Resources, Inc. | United States | Conformant | ||||||||
Tin | Mineracao Taboca S.A. | Brazil | Conformant | ||||||||
Tin | Minsur | Peru | Conformant | ||||||||
Tin | Mitsubishi Materials Corporation | Japan | Conformant | ||||||||
Tin | O.M. Manufacturing Philippines, Inc. | Philippines | Conformant | ||||||||
Tin | Operaciones Metalurgicas S.A. | Bolivia | Conformant | ||||||||
Tin | PT Artha Cipta Langgeng | Indonesia | Conformant | ||||||||
Tin | PT ATD Makmur Mandiri Jaya | Indonesia | Conformant | ||||||||
Tin | PT Mitra Stania Prima | Indonesia | Conformant | ||||||||
Tin | PT Refined Bangka Tin | Indonesia | Conformant | ||||||||
Tin | PT Sariwiguna Binasentosa | Indonesia | Conformant | ||||||||
Tin | PT Timah Tbk Kundur | Indonesia | Conformant | ||||||||
Tin | PT Timah Tbk Mentok | Indonesia | Conformant | ||||||||
Tin | PT Tinindo Inter Nusa | Indonesia | Conformant | ||||||||
Tin | Rui Da Hung | Taiwan | Conformant | ||||||||
Tin | Thaisarco | Thailand | Conformant | ||||||||
Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | China | Conformant | ||||||||
Tin | Tin Technology & Refining | United States | Conformant | ||||||||
Tin | White Solder Metalurgia e Mineracao Ltda. | Brazil | Conformant | ||||||||
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | Conformant | ||||||||
a.“Conformant” means that a SOR has successfully completed an assessment against the applicable Responsible Minerals Assurance Process (“RMAP”) standard or an equivalent cross-recognized assessment. Included SORs were not necessarily Conformant for all or part of 2023 and may not continue to be Conformant for any future period.
b.“Active” means that the SOR is currently engaged in the RMAP but a conformance determination has yet to be made.
c.“Smelter Look-up List Tab Only” means that a SOR is listed on the Smelter Look-up list tab of the CMRT, but is not listed as “Conformant” or “Active.” The RMI notes on its website that the operational impacts of COVID-19 have led to postponements of some RMAP assessments. The RMI website also notes that, due to the eligibility criteria for an RMAP assessment, SORs are sometimes removed from the Conformant list because they are no longer operational and not because they are non-conformant to the standard.
d.SOR status reflected in the table is based solely on information made publicly available by the RMI, without independent verification by Maxeon.
e.Country location is the location of the SOR and is based solely on information made publicly available by the RMI, without independent verification by Maxeon.
Country of Origin Information
Maxeon has endeavored to determine the mine or location of origin of the necessary 3TG contained in its in-scope products by requiring that the Suppliers provide it with completed CMRTs and through the other measures described in this Conflict Minerals Report. Where a SOR has been identified that is not Conformant, Maxeon or the Service Provider also has reviewed public information, to the extent available, to try to determine the mine or location of origin of the 3TG processed by the SOR.
The countries of origin of the 3TG processed by SORs listed above may have included countries listed below (as well as possibly other countries).
Argentina | Ethiopia | Mali | Saudi Arabia | ||||||||
Australia | Fiji | Mauritania | Senegal | ||||||||
Austria | Finland | Mexico | Serbia | ||||||||
Azerbaijan | France | Mongolia | Sierra Leone | ||||||||
Benin | Georgia | Morocco | South Africa | ||||||||
Bolivia | Ghana | Mozambique | Spain | ||||||||
Botswana | Guatemala | Myanmar | Sudan | ||||||||
Brazil | Guinea | Namibia | Suriname | ||||||||
Burkina Faso | Guyana | New Zealand | Sweden | ||||||||
Burundi* | Honduras | Nicaragua | Tanzania* | ||||||||
Cambodia | Indonesia | Niger | Thailand | ||||||||
Canada | Japan | Nigeria | Turkey | ||||||||
Chile | Kazakhstan | Oman | Uganda* | ||||||||
China | Kenya | Panama | United Kingdom | ||||||||
Colombia | Korea, Republic of | Papua New Guinea | United States of America | ||||||||
Côte d'Ivoire | Kyrgyzstan | Peru | Uzbekistan | ||||||||
Democratic Republic of the Congo* | Laos | Philippines | Vietnam | ||||||||
Dominican Republic | Liberia | Portugal | Zambia* | ||||||||
Ecuador | Madagascar | Russia | Zimbabwe | ||||||||
Egypt | Malaysia | Rwanda* | |||||||||
* Represents a Covered Country.
The 3TG processed by the identified SORs also may have originated in whole or in part from recycled or scrap sources.
Due Diligence Improvement Measures
Maxeon intends to further improve its due diligence measures for 2024 in order to mitigate the risk that the necessary 3TG in its in-scope products benefit armed groups by taking the following steps, among others:
a.Continue to alert suppliers when Maxeon obtains information that a 3TG SOR is believed to be irresponsibly sourcing 3TG.
b.Request that suppliers who have identified non-Conformant or high-risk SORs require their upstream suppliers to find alternative sources of 3TG or require certification of the SORs in their supply chains.
c.Review our 3TG compliance program for potential additional enhancements, in particular ways to enhance supplier engagement.
The foregoing steps are in addition to the other steps that Maxeon took for 2023 described earlier in this Conflict Minerals Report.