Ormat Technologies, Inc.’s Board of Directors to Call Special Meeting of Stockholders to Declassify Board
29 Agosto 2019 - 5:10PM
Ormat Technologies, Inc. (NYSE: ORA), announced today that
its Board of Directors will call a special meeting on November 6,
2019 to submit to a stockholder vote amendments to the Company’s
Certificate of Incorporation and By-laws to declassify the Board,
from three classes of directors who serve three-year terms, to a
single class of directors serving annual terms. The Board of
Directors plans to recommend that stockholders vote in favor of
such amendments.
To facilitate the declassification of the Board
in a timely manner, following and subject to approval by the
stockholders to amend the Company’s Certificate of Incorporation
and By-laws, each director is expected to resign and to be
immediately reappointed to the Board for a term ending at the 2020
Annual Meeting of Stockholders. Beginning at the 2020 Annual
Meeting of Stockholders, director nominees will be elected
annually.
“Ormat is committed to transparency and the
highest level of corporate governance,” commented Todd C. Freeland,
Chairman of Ormat’s Board of Directors. “Transitioning to a
declassified board is in line with best corporate governance
practices, and better serves the interests of our
stockholders.”
The amendment to the Company’s Certificate of
Incorporation and By-laws permitting the declassification of the
Board of Directors will require the affirmative vote of 75% of the
outstanding shares of stock entitled to vote.
PROXY STATEMENT INFORMATION
IN CONNECTION WITH THE PROPOSED BOARD
DECLASSIFICATION (THE “PROPOSAL”), THE COMPANY WILL FILE A PROXY
STATEMENT AND OTHER DOCUMENTS WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE “SEC”). STOCKHOLDERS ARE URGED TO CAREFULLY
READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSAL.
A definitive proxy statement will be sent or
made available to stockholders of the Company seeking their
approval of the Proposal as described above. Stockholders may
obtain a free copy of the definitive proxy statement (when
available) and other documents filed by the Company with the SEC at
the SEC’s website, www.sec.gov. The definitive proxy
statement (when available) may also be obtained free of charge by
directing a request to Ormat Technologies, Inc., 6140 Plumas
Street, Reno, Nevada, 89519-6075, Attention: Smadar
Lavi, Tel: (775) 356-9029, or from the Company’s website,
www.ormat.com.
The Company and its directors and executive
officers may, under the rules of the SEC, be deemed to be
“participants” in the solicitation of proxies in connection with
the Proposal. Information concerning the interests of the
persons who may be “participants” in the solicitation will be set
forth in the definitive proxy statement when it becomes
available.
ABOUT ORMAT TECHNOLOGIES
With over five decades of experience, Ormat
Technologies, Inc. is a leading geothermal company and the only
vertically integrated company providing a broad range of geothermal
and recovered energy generation (“REG”), products and
services, as well as a growing suite of energy storage services,
with the objective of becoming a leading global provider of
renewable energy. The Company owns, operates, designs, manufactures
and sells geothermal and REG power plants primarily based on the
Ormat Energy Converter – a power generation unit that converts
low-, medium- and high-temperature heat into electricity. With 77
U.S. patents, Ormat’s power solutions have been refined and
perfected under the most grueling environmental conditions. Ormat
has 584 employees in the United States and 762 overseas. Ormat’s
flexible, modular solutions for geothermal power and REG are ideal
for vast range of resource characteristics. The Company has
engineered, manufactured and constructed power plants, which it
currently owns or has installed to utilities and developers
worldwide, totaling over 2,900 MW of gross capacity. Ormat’s
current 917 MW generating portfolio is spread globally in the U.S.,
Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe. Ormat
expanded its operations to provide Solar, energy storage and energy
management solutions, by leveraging its core capabilities and
global presence as well as through its Viridity Energy Solutions
Inc. subsidiary.
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Ormat Technologies Contact: Smadar Lavi VP Corporate Finance and
Head of Investor Relations 775-356-9029 (ext. 65726)
slavi@ormat.com |
Investor Relations Agency Contact: Rob Fink FNK IR 646-809-4048
rob@fnkir.com |
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