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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
 
Date of Report (Date of earliest event reported): March 12, 2021
 
Ormat Technologies, Inc.
 
 
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
001-32347
No. 88-0326081
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
6140 Plumas Street, Reno, Nevada
(Address of Principal Executive Offices)
89519-6075
(Zip Code)
 
(775) 356-9029
(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 (see General Instruction A.2. below):
☐
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 Exchange Act of 1934:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares
ORA
NYSE
 
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 of 1934. ☐
 
 
 
 
 
Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 12, 2021, Hezi Kattan, the General Counsel of Ormat Technologies, Inc. (the “Company” or “Ormat”) and the Company agreed that he will take a leave of absence from the Company to allow Mr. Kattan to focus on defending certain claims against him in Israel which are unrelated to Ormat. Mr. Kattan has not been charged with any violations of law. Mr. Kattan will continue to receive the same compensation package during his leave.
 
Jessica Woelfel, who has served as Vice President, U.S. Legal for Ormat’s business in the United States, since January 2019 has agreed to serve as the Company’s Interim General Counsel. Ms. Woelfel has nearly 20 years of legal experience and, prior to joining Ormat, Ms. Woelfel was an associate and partner at major law firms in San Francisco, California and Reno, Nevada.  Ms. Woelfel holds a Bachelor’s degree from the University of California, Berkeley and a J.D. from University of California, Hastings College of Law. 
 
Item 7.01.         Regulation FD Disclosure
 
On March 1, 2021, the Company issued a press release in response to a report published by Hindenburg Research LLC (“Hindenburg”), a self-proclaimed short seller. Promptly following the issuance of the report, consistent with best practices and out of an abundance of caution, Ormat’s Board of Directors formed a special committee of independent directors that is working with outside legal counsel to review the claims made by Hindenburg and determine whether additional steps are warranted.
 
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  ORMAT TECHNOLOGIES, INC.  
       
       
  By: /s/ Doron Blachar  
    Name: Doron Blachar  
    Title: Chief Executive Officer  
 
 
 
Date: March 12, 2021
 
 
 
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