CLICKSOFTWARE
TECHNOLOGIES LTD.
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To
Be Held on July 23, 2009
Notice is
hereby given that the Annual General Meeting of Shareholders of ClickSoftware
Technologies Ltd. (the "Company") will be held at the offices of the Company, at
Azorim Park, Oren Building, 94 Em Hamoshavot Road, Petach Tikva
49527 Israel, on July 23, 2009 at 4:00 p.m. local time (the
"Meeting"). The agenda for the Meeting is as follows:
1. To
consider at the Meeting the Directors’ report and the financial statements of
the Company for the fiscal year ended December 31, 2008.
2. To
approve the appointment of Brightman Almagor Zohar & Co., a member of
Deloitte Touche Tohmatsu, as independent auditors for the Company for the year
ending December 31, 2009 and for such additional period until the next Annual
General Meeting of Shareholders, and to authorize the Board of Directors, upon
recommendation of the Audit Committee, to fix the remuneration of the
auditors.
3. To
elect Dr. Shlomo Nass and re-elect Dr. Moshe BenBassat, the Company’s Chairman
of the Board of Directors and Chief Executive Officer, as Class III directors to
the Board of Directors of the Company, each to hold office until the Annual
General Meeting of Shareholders of the Company to be held in 2012 or until a
successor has been duly elected.
4. To
elect Ms. Nira Dror and Mr. Shai Beilis as “External Directors” of the Company
(as such term is defined in the Israeli Companies Law 5759-1999), each to hold
office as External Directors for a three year term, and to approve their
compensation as External Directors including the initial and annual grant of
options.
5. To
approve the compensation packages of non-employee directors who are not External
Directors, and the initial and annual grant of options to Dr. Shlomo
Nass.
6.
To approve the grant of options to Dr.
Moshe BenBassat for the purchase of 130,000 ordinary shares of the
Company
.
7. To
approve the reconstruction of compensation of Dr. Moshe BenBassat, the Company’s
Chairman of the Board of Directors and Chief Executive Officer, without
increasing the total cost to the Company.
8. To
transact such other business as may properly come before the Meeting or any
adjournment thereof.
Shareholders
of record at the close of business on June 15, 2009 will be entitled to notice
of and to vote at the Meeting. Shareholders who do not expect to
attend the Meeting in person are requested to mark, date, sign and mail to the
Company the enclosed proxy as promptly as possible in the enclosed pre-addressed
envelope.
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By
Order of the Board of Directors,
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CLICKSOFTWARE
TECHNOLOGIES LTD.
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Dr.
Moshe BenBassat
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Chairman
of the Board of Directors and
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June
18, 2009
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Chief
Executive Officer
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IMPORTANT:
YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE YOUR REPRESENTATION AT THE
MEETING,
YOU
ARE REQUESTED TO COMPLETE, SIGN
AND
DATE THE ENCLOSED
PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENVELOPE
PROVIDED.
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94
Em Hamoshavot Road,
Petach
Tikva 49527, Israel
____________________
PROXY
STATEMENT
____________________
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
To
be held on July 23, 2009
This
Proxy Statement is furnished to the holders of Ordinary Shares, par value NIS
0.02 per share (the "Ordinary Shares"), of ClickSoftware Technologies Ltd., a
company organized under the laws of the State of Israel (the "Company"), in
connection with the solicitation by the Board of Directors of proxies for use at
the Company's Annual General Meeting of Shareholders (the "Meeting") to be held
on July 23, 2009 at 4:00 p.m. local time at the offices of the Company, 94 Em
Hamoshavot Road, Petach Tikva 49527, Israel (tel. +972-3-765-9400), or at any
adjournment thereof. This Proxy Statement and the proxies solicited
hereby are first being sent or delivered to the shareholders on or about June
18, 2009.
Proxies;
Counting of Votes
Proxies
for use at the Meeting are being solicited by the Board of Directors of the
Company. A form of proxy for use at the Meeting is
attached. The completed proxy should be mailed in the pre-addressed
envelope provided and received by the Company or its transfer agent,
Computershare, Essential Registry Team, 350 Indiana Street, Suite 750, Golden CO
80401 USA, Tel. 303-262-0678 (attention: Lee Meier), at least forty eight
(48) hours before the Meeting. Upon the receipt of a properly
executed proxy in the form enclosed herewith, the persons named as proxies
therein will vote the Ordinary Shares, covered thereby in accordance with the
directions of the shareholder executing such proxy. Subject to the
rules of the Nasdaq Capital Market, in the absence of such instructions, the
Ordinary Shares represented by properly executed and received proxies will be
voted “FOR” all of the proposed resolutions to be presented to the Meeting for
which the Board of Directors recommends a “FOR” vote.
Shareholders
may revoke the authority granted by their execution of proxies at any time
before the exercise thereof by filing with the Company a written notice of
revocation or duly executed proxy bearing a later date, or by voting in person
at the Meeting. Shareholders may vote shares directly held in their name in
person at the Meeting. If a shareholder wants to vote in person at
the Meeting shares held in street name, the shareholder must request a legal
proxy from the broker, bank or other nominee that holds the shares, and must
present such legal proxy at the Meeting. Attendance at the Meeting
will not, by itself, revoke a proxy.
Record
Date; Solicitation of Proxies
Only
shareholders of record at the close of business on June 15, 2009 will be
entitled to receive notice of, and to vote at, the Meeting and any adjournment
thereof. Proxies will be solicited chiefly by mail; however, certain
officers, directors, employees and agents of the Company, none of whom will
receive additional compensation therefore, may solicit proxies by telephone, fax
or other personal contact. Copies of solicitation materials will be furnished to
banks, brokerage firms, nominees, fiduciaries and other custodians holding
Ordinary Shares in their names for others to send proxy materials to and obtain
proxies from the beneficial owners of such Ordinary Shares. The
Company will bear the cost of soliciting proxies, including postage, printing
and handling, and will reimburse the reasonable expenses of brokerage firms and
others for forwarding material to beneficial owners of Ordinary Shares. The
Company's Annual Report for the year ended December 31, 2008 is available for
download on the Company’s website at
www.clicksoftware.com
.
Copies of solicitation materials and the proposed forms of the resolutions to be
adopted at the Meeting will be available for shareholders viewing at the
Company’s offices during business hours.
To the
extent you would like to state your position with respect to any of proposals
described in this proxy statement, in addition to any right you may have under
applicable law, pursuant to regulations under the Israeli Companies Law 5759 –
1999 (the “Companies Law”), you may do so by delivery of a notice to the
Company’s offices located at 94 Em Hamoshavot Road, Petach Tikva 49527, Israel,
not later than June 25, 2009. Our Board of Directors may respond to your
notice.
Following
the Meeting, one or more shareholders holding, at the Record Date at least five
percent (5%) of the total voting rights of the Company, which are not held by
controlling shareholders of the Company, may review the Proxy Cards submitted to
the Company at the Company’s offices during business hours.
Quorum
and Voting Requirements
On May
29, 2009, the Company had outstanding 28,991,264 Ordinary Shares, each of which
is entitled to one vote upon each of the matters to be presented at the
Meeting. Two or more shareholders, present in person or by proxy and
holding or representing shares conferring in the aggregate at least 33% of the
voting power of the Company, will constitute a quorum at the Meeting. Shares
that are voted in person or by proxy “FOR” or “AGAINST” are treated as being
present at the Meeting for purposes of establishing a quorum and are also
treated as voted at the Meeting with respect to such
matters. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business, but such abstentions and broker non-votes will not be counted for
purposes of determining the number of votes cast with respect to the particular
proposal. If a quorum is not present within thirty minutes from
the time appointed for the Meeting, the Meeting will be adjourned to the same
day on the following week, at the same time and place, or to such day and at
such time and place as the Chairman of the Meeting may determine. At
such adjourned Meeting, any two shareholders, present in person or by proxy,
will constitute a quorum.
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required to constitute approval
of each of Proposals 2, 3, 5, 6 and 7.
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required to constitute approval
of Proposal 4; provided, that (i) such majority vote at the Meeting shall
include at least one third (1/3) of the total votes of shareholders who are not
controlling shareholders of the Company, present at the Meeting in person or by
proxy (votes abstaining shall not be taken into account in counting the
above-referenced shareholders' votes); or (ii) the total number of Ordinary
Shares of the shareholders mentioned in clause (i) above that are voted against
such proposal does not exceed one percent (1%) of the total voting rights in the
Company.
Each
shareholder that attends the Meeting in person or delivers a signed proxy card
shall, prior to exercising such shareholder’s voting rights at the Meeting with
respect to Proposal 4, advise the Company whether or not such shareholder is a
controlling shareholders of the Company. Pursuant to the
Israeli Companies Law, a “Controlling Shareholder” is defined as any shareholder
that has the ability to direct the company’s actions, including any shareholder
holding 25% or more of the voting rights if no other shareholder owns more than
50% of the voting rights in the company.
THIS
PROXY CARD SHALL ALSO SERVE AS A VOTING INSTRUMENT
AS
SUCH TERM IS DEFINED UNDER THE ISRAELI COMPANIES
LAW
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BENEFICIAL
OWNERSHIP OF SECURITIES
BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of May 29, 2009 concerning:
(i) the only persons or entities known to the Company to own beneficially more
than 5% of the Company's outstanding Ordinary Shares; and (ii) the number of
Ordinary Shares beneficially owned by all Directors and Officers as a
group. The information presented in this table is based on 28,991,264
Ordinary Shares outstanding as of May 29, 2009. The number of
Ordinary Shares beneficially owned by a person includes Ordinary Shares subject
to options held by that person that were currently exercisable at or exercisable
within, 60 days of May 29, 2009. The Ordinary Shares issuable under these
options are treated as if they were outstanding for purposes of computing the
percentage ownership of the person holding these options, but are not treated as
if they were outstanding for the purposes of computing the percentage ownership
outstanding for any other person.
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Ordinary Shares
Beneficially Owned
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Name and
Address
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Number
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Percent
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Dr.
Moshe BenBassat
(1)
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4,751,805
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15.7
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%
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Austin
W. Marxe and David M. Greenhouse
(2)
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2,476,142
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8.5
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%
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G.
Nicholas Farwell
(3)
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2,836,660
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9.8
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%
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Officers
and Directors as a group
(4)
(8
persons)
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5,599,427
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18.6
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%
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(1)
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Includes,
in addition to the Ordinary Shares held by Dr. Moshe BenBassat, (i)
1,266,350 options for Ordinary Shares held by Dr. Moshe BenBassat that are
exercisable within 60 days of the date stated above, and (ii)
2,213,887 Ordinary Shares held by Idit BenBassat, which may be
deemed to be beneficially owned by Dr. Moshe
BenBassat.
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(2)
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As
reported on Amendment No. 6 to the Schedule 13G filed with the SEC on
February 13, 2009 in a joint filing by Austin W. Marxe and David M.
Greenhouse. Messrs. Marxe and Greenhouse own the Ordinary Shares through
various investment vehicles.
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(3)
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As
reported on Amendment No. 2 to the schedule 13G filed with the SEC on
February 13, 2009 by G. Nicholas
Farwell.
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(4)
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Includes
(i) 2,089,100 Ordinary Shares for which options granted to Officers and
Directors are exercisable within 60 days of the date stated above, and
(ii) 2,213,887 Ordinary Shares held by Idit BenBassat, which may be deemed
to be beneficially owned by Dr. Moshe BenBassat. Does not
include 312,292 Ordinary Shares for which options granted to Officers and
Directors are outstanding but are not currently or within 60 days
exercisable.
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PROPOSAL
1 - RECEIPT AND CONSIDERATION OF THE
DIRECTOR’S
REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF
THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2008
The
Company's Annual Report for the year ended December 31, 2008 is available on our
website at the address
www.clicksoftware.com
. The
Company's Consolidated Financial Statements for the year ended December 31, 2008
are included in such report. At the Meeting, the Company will review
the audited financial statements for the year ended December 31, 2008, as
presented in the Company's Annual Report for the year ended December 31, 2008
and will answer appropriate questions relating thereto.
No vote
will be required regarding this item.
PROPOSAL
2 - APPOINTMENTAND RENUMERATION
OF
THE COMPANY'S INDEPENDENT AUDITORS
The Audit
Committee has recommended the appointment of Brightman Almagor Zohar & Co.,
a member of Deloitte Touche Tohmatsu (“Brightman Almagor”), as the Company’s
independent auditors for the year ending December 31, 2009. Brightman
Almagor has been the Company’s independent auditor since December 31, 2002 and
audited the Company's books and accounts for the year ended December 31,
2008.
The
shareholders will be requested to approve the appointment of the accounting firm
of Brightman Almagor as the independent auditors of the Company for the year
ending December 31, 2009 and for such additional period until the next Annual
General Meeting of Shareholders and to authorize the Board of Directors, upon
recommendation of the Audit Committee, to fix the remuneration of the
auditors.
It is
proposed that the following resolution be adopted at the Meeting:
"
RESOLVED,
that the appointment
of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu, as
the Company's independent auditors for the fiscal year ending December 31, 2009
and for such additional period until the next Annual General Meeting of
Shareholders, be, and hereby is, approved, and that the Board of Directors be,
and it hereby is, authorized, upon recommendation of the Audit Committee, to fix
the remuneration of such independent auditors in accordance with the
volume and nature of their services."
The
affirmative vote of at least a majority of the votes of shareholders present and
voting at the Meeting in person or by proxy is required for the approval of the
resolution to appoint the Company's independent auditors.
The
Board of Directors recommends that the shareholders vote "FOR" the appointment
of Brightman Almagor as the Company's independent auditors and the authorization
of the Board of Directors, upon recommendation of the Audit Committee, to fix
the remuneration of the auditors. It is the intention of the persons
appointed as proxies in the accompanying proxy to vote “FOR” this resolution
unless specifically instructed to the contrary
.
PROPOSAL
3 — ELECTION OF CLASS III DIRECTORS
The
Company's Articles of Association provide that the number of Directors shall be
not less than 2 and not more than 11. There are currently six members on the
Company’s Board. The Company’s Board of Directors is classified into three
classes of directors as follows:
Name
of Director and Class
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Year
of Annual Meeting
at
which Term Expires
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James
W. Thanos, Class I
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2010
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60
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Roni
A. Einav, Class II
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2011
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65
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Gil
Weiser, Class II
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2011
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67
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Moshe
BenBassat, Class III
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2009
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61
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Naomi
Atsmon, External Director
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2009
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56
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Dan
Falk, External Director
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2009
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64
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Currently,
Dr. Moshe BenBassat is the only Class III Director. The term of the Class III
Director will expire at the Meeting and a successor Class III Director shall be
elected at the Meeting.
The Board
of Directors recommends that at the Meeting Dr. BenBassat be re-elected to serve
as a Class III Director. The Board of Directors also recommends
that Dr. Shlomo Nass be elected to serve as a Class III Director until the
Annual General Meeting of Shareholders to be held in 2012 and until a respective
successor is duly elected and qualified.
DR. MOSHE BENBASSAT
co-founded
the Company and has served as the Company’s Chairman and Chief Executive Officer
since inception. From 1987 to 1999, Dr. BenBassat served as a Professor of
Information Systems at the Faculty of Management at Tel-Aviv University. Dr.
BenBassat has also held academic positions at the University of Southern
California and the University of California in Los Angeles. From 1996 to January
1999, Dr. BenBassat also served as a Board member of Tadiran Telecommunications
Inc., a telecommunications company. From 1990 to 1996, Dr. BenBassat served as a
Board member of Tadiran Electronic Systems Ltd., a defense electronics company.
Dr. BenBassat holds Bachelor of Science, Master of Science and PhD. degrees in
Mathematics and Statistics from Tel-Aviv University.
DR. SHLOMO NASS
currently
serves as Senior Partner in Dr. Shlomo Nass & Co, an Israeli law firm that
he founded in December 2002, specializing in real estate, liquidations,
receiverships and corporate rehabilitation; arbitration; corporate and
commercial law. Since 2001 he has served as President, Partner and Director of
the group of investment companies within Israel Global Business (IGB). Since
2003 he has served as Chairman of Financial Statement Committee and on the Board
of Directors of IBC-Industrial Buildings Corporation Ltd. (Mivnei Ta'asiya), an
Israeli real estate and infrastructure development company. Since 2001 he has
served as Chairman of Financial Statement Committee and as Vice Chairman of the
Board of Directors of Tao T'suot Ltd and Tao T'suot Nadlan Ltd. Since April
2003, he has served as Chairman of Financial Statement and Auditing Committee of
Formula Systems (1985) Ltd. Since 2006, he has served on the Board of Directors
of NMC United Entertainment Ltd. Since 2008 he has served as Chairman of the
Board of Directors of Yuli Capital Markets Ltd. Since August 2008 he
has served on the Board of Directors of The Blue Shore Development Company (Tel
– Aviv – Herzelia) Ltd. Since 1991 he has served as Vice Chairman of The Public
Advisory Committee on Trade Levies and as President, Partner and Chairman of the
Board of Directors of IRS-TKB International Consultants Ltd. (currently not
active). Dr. Nass served, from 1992 to 1995, as Chairman of the Board
of Directors, Chairman of the Supreme Tenders Committee and the Finance
Committee of The Israel Electric Corporation. From 2005 to the end of 2008, he
also served as the Chairman of the Board of Directors of Ayalon Insurance Co.
Ltd. and Ayalon Financial Solutions Ltd. Dr. Nass also served on the Board of
Directors of the following companies under his role as a Trustee: since 2008 of
Chaniman Entrepreneurship Ltd., since 2005 of M.D.K Touch Ltd. and since 2004 of
Shir-Lak Ltd. Dr. Nass received his Ph.D. and LL.B in Law and B.Sc., Economics
from Bar-Ilan University; and completed a Mediators Course of the Ministry of
Justice. He is a member of the Israeli Bar Association and is a
Certified Public Accountant in Israel. Dr. Nass is also a Certified Information
System Auditor by C.I.S.A (USA). In the Israeli army (IDF) Dr. Nass served as an
officer in the IDF's Information Systems Auditing Team for the Paymaster General
Administration.
The Board
of Directors determined that Dr. Nass is qualified to serve as an independent
director and financial expert for the purposes of the rules of the NASDAQ Stock
Market and the Sarbanes-Oxley Act of 2002.
It is
proposed that the following resolutions be adopted at the Meeting:
“RESOLVED,
that
Dr. Moshe BenBassat be
re-elected to the Board of Directors and be classified as a Class III Director
who shall serve until the Annual General Meeting of the Shareholders to be held
in 2012 and until a respective successor is duly elected and qualified;
and
RESOLVED,
that Dr. Shlomo
Nass, be elected to the Board of Directors and be classified as a Class III
Director
who shall
serve until the Annual General Meeting of the Shareholders to be held
in 2012 and until a respective successor is duly elected and qualified to
serve”.
The
affirmative vote of the holders of a majority of the voting power represented at
the Meeting in person or by proxy is necessary for the approval of the
resolution to elect each of the foregoing nominees as Director.
The
Board of Directors recommends that the shareholders vote “FOR” the election of
Dr. Moshe BenBassat and Dr. Shlomo Nass as Class III Directors. It is the
intention of the persons appointed as proxies in the accompanying proxy to vote
“FOR” these resolutions unless specifically instructed to the
contrary.
PROPOSAL
4 — ELECTION OF EXTERNAL DIRECTORS
AND
APPROVAL OF THEIR COMPENSATION
Under the
Israeli Companies Law, a publicly traded company must appoint at least two
External Directors (as such term is defined in the Israeli Companies Law) to
serve on the company's Board of Directors. To qualify as an External Director,
an individual may not have, and may not have had at any time during the previous
two years, any “affiliations” with the company or its “affiliates,” as such
terms are defined in the Israeli Companies Law. In addition, no individual may
serve as an External Director if the individual’s position or other activities
create or may create a conflict of interest with his or her role as an External
Director. For a period of two years from termination of office, a former
External Director may not serve as a Director or employee of the company or
provide professional services to the company for compensation.
The
External Directors are required to be elected by the shareholders. The term of
an External Director is three years and may be extended for an additional three
years. All of the External Directors of a company must be members of its Audit
Committee and each other committee of a company’s Board of Directors must
include at least one External Director.
Pursuant
to the Israeli Companies Law, at least one External Director is required to have
“accounting and financial expertise” and the other(s) are required to have
“professional expertise” or “accounting and financial expertise”.
A
Director has “professional expertise” if he or she satisfies one of the
following: (i) The Director holds an academic degree in
one of these areas: economics, business administration, accounting, law or
public administration; (ii) The Director holds an academic degree or
has other higher education, all in the main business sector of the company or in
a relevant area for the Board position; or (iii) The Director has at
least five years’ experience in one or more of the following (or a combined five
years’ experience in at least two or more of these: (a) senior management
position in a corporation of significant business scope; (b) senior public
office or senior position in the public sector; or (c) senior position in the
main business sector of the company.
A
Director with “accounting and financial expertise” is a person that due to his
or her education, experience and skills has high skills and understanding of
business-accounting issues and financial reports which allow him to deeply
understand the financial reports of the company and hold a discussion relating
to the presentation of financial information. A company’s Board of Directors
will take into consideration in determining whether a Director has “accounting
and financial expertise”, among other things, his or her education, experience
and knowledge in any of the following: (i) accounting issues and accounting
control issues characteristic to the segment in which the company operates and
to companies of the size and complexity of the company; (ii) the
functions of the external auditor and the obligations imposed on such auditor;
and (iii) preparation of financial reports and their approval in
accordance with the Israeli Companies Law and the Israeli securities
law.
The Board
of Directors determined that the following nominees are qualified to serve as
External Directors on the Board of Directors and that Ms. Nira Dror is qualified
to serve as the Board of Director’s “accounting and financial expert” for the
purposes of the Israeli Companies Law.
NIRA DROR
is the Owner and the
General Manager of Nira Dror Ltd., a company which provides consulting and
representations services for companies in the aviation and tourism industries,
which she founded in 2006. From 2003 to 2005 Ms. Dror served as Deputy General
Manager and as General Manager of North America at El Al. From 1999 to 2003 she
served as General Manager of Eastern Europe and East Mediterranean at British
Airways, and from 1989 to 1999 as General Manager for Israel. From 1984 to1985
Ms. Dror served as the chief economist for Teus Azorei Pituach Ltd. and from
1985 to 1989 she served as the General Manager of Histour Ltd. – a tourism
company. Ms. Dror currently serves on the board of directors of the
following companies: Bank Hapoalim Ltd. (including chairperson of the Audit
Committee), Dikla Insurance Company Ltd., Tzur Shamir Holdings Ltd. and S.
Shlomo Holding Ltd. From 1989 to 1996 she was a member of the board of directors
of Bank Otzar Hachayal Ltd., from 1998 to 1999 of Kitan Ltd., from 1996 to 1999
of America-Israel Bank Ltd., from 1998 to 1999 of Tadiran Ltd., from 2005 to
2008 of H&O. Ltd. and from 2005 to 2008 of Chamei Yoav Tourism. From 1997 to
1999, Ms. Dror was a member of the executive committee of the America-Israel
Chamber of Commerce and a chairperson of the foreign affairs committee of the
Israel-British Chamber of Commerce. From 1990 to 1999 Ms. Dror was a
member of the executive committee of the panel of airlines in Israel. Ms. Dror
holds a B.A. in Economics and Business Administration and an M.B.A from Tel Aviv
University.
SHAI BEILIS
is the Managing
Partner of Tamarix Capital, the general partner and the management company of
Tamarix Ventures I. Mr. Beilis founded Formula Ventures (within the Formula
Group) in 1998 and was the Chairman of the Board since its inception. Formula
Ventures Ltd. is the advisor and General Partner of two capital venture funds:
Formula Ventures I and Formula Ventures II. Mr. Beilis is also the Chairman of
Formula Vertex UK Ltd., which was the advisor for the European Technology
Venture Portfolio of UBS Capital. Mr. Beilis joined the Formula Group in 1994 as
CEO of Argotec
. Prior to the Formula
Group, Mr. Beilis was CEO of Clal Computers and Technology Ltd. from July 1993
to February 1995, an Israeli IT holding company traded in the Tel-Aviv Stock
Exchange. From 1987 to 1993 Mr. Beilis was Vice President at Digital
Equipment Corporation Israel. From 1978 to 1986 he was CEO of Yael Software and
Services. Mr. Beilis has served as Director or chairman of over sixty
Israeli high tech companies (including 4 NASDAQ listed companies: from September
1996 to March 1999 of Wiztec Solutions Ltd., from October 1995 to May 2008 of
BluePhoenix Solutions Ltd., from March 1998 of RadView Software Ltd., from
December 1997 to February 2005 of Formula Systems (1985) Ltd.) and since
November 2006 of Earnix Ltd. Mr. Beilis holds a M.Sc. in Computer
Science from the Weizmann Institute of Science in Rehovot, Israel, and a B.Sc.,
cum laude, in Mathematics and Economics from the Hebrew University in Jerusalem,
Israel.
External
Directors may be compensated only in accordance with regulations adopted under
the Israeli Companies Law. Because of the added demands and
obligations imposed on a company’s External Directors under the law in Israel
and United States, Israeli law allows for higher compensation of External
Directors of Israeli companies traded in the United
States. Compensation of an External Director must be determined prior
to the person’s consent to serve as an External Director, although the
compensation of an External Director may be increased to the same level as that
of newly appointed External Directors.
Compensation
of all Directors requires the approval of our Audit Committee, Board of
Directors and shareholders, in that order. In connection with the
election of Nira Dror and Shai Beilis, our Compensation Committee, Audit
Committee and Board of Directors have approved the compensation package set
forth below.
It is
proposed that the following resolutions be adopted at the Meeting:
“
RESOLVED,
that Nira Dror and
Shai Beilis be elected to the Board of Directors to serve as External Directors
for a term of three (3) years in accordance with the Israeli Companies Law;
and
RESOLVED,
to approve a
compensation package for Nira Dror and Shai Beilis, effective as of the date of
the Meeting, equal to:
(i) US
$18,000 per year per Director plus value added tax (“VAT”), if applicable,
against a valid invoice furnished by such director to the Company, which shall
be the full cash compensation due to them for all of their activities and tasks
as members of the Board of Directors and as members of committees thereof. Such
annual fee will be paid in four quarterly equal installments payable in advance;
and
(ii) reimbursement
of expenses incurred by such Director in connection with participation in
meetings of the Board of Directors and committees thereof, subject to the
limitations of Israeli law and in accordance with the Company’s expense
reimbursement policy; and
FURTHER RESOLVED
that Shai
Beilis and Nira Dror shall be entitled to an initial grant of 30,000 options to
purchase Ordinary Shares of the Company, and that the per share exercise price
for the above-authorized options shall be the closing price of the Company’s
Ordinary Shares on the trading day immediately prior to the date of the
Company’s Annual General Meeting of the Shareholders, in accordance with the
provisions of the Section 3.6 of the Company’s 2003 Israeli Share Option
Plan.
RESOLVED FURTHER,
that Shai
Beilis and Nira Dror shall be entitled to subsequent grants of 7,500 options
following each annual meeting of the shareholders of the Company, beginning with
the annual general meeting with respect to 2010, to purchase Ordinary Shares of
the Company, and that the per share exercise price for the above-authorized
options shall be the closing price of the Company’s Ordinary Shares on the
trading day immediately prior to the date of such grant, in accordance with the
provisions of the Section 3.6 of the Company’s 2003 Israeli Share Option
Plan.”
The affirmative vote of the holders of
a majority of the voting power represented at the Meeting in person or by proxy
is necessary for the election of the aforementioned nominees, provided that
either (i) such a majority includes at least a third of the total votes of
shareholders, who are not Controlling Shareholders (as such term is defined in
the Israeli Companies Law) of the Company, present at the Meeting in person or
by proxy (votes abstaining shall not be taken into account in counting the
above-referenced shareholder votes); or (ii) the total number of shares of the
non-Controlling Shareholders that are voted against such proposal does not
exceed one percent (1%) of the total voting rights in the
Company.
The Board of Directors recommends that
the shareholders vote "FOR" the election of Nira Dror and Shai Beilis as
External Directors of the Company and “FOR” the compensation packages of Nira
Dror and Shai Beilis, for their services as the External Directors of the
Company. It is the intention of the persons appointed as proxies in
the accompanying proxy to vote “FOR” these resolutions unless specifically
instructed to the contrary.
PROPOSAL
5 – APPROVAL OF COMPENSATION
AND
INITIAL GRANT OF OPTIONS TO DR. SHLOMO NASS
Under the
Israeli Companies Law, the terms of compensation of Directors require the
approval of the shareholders. The Compensation Committee and the
Board of Directors recommends that Dr. Shlomo Nass will receive the compensation
package of our current and future non-employee Directors, other than External
Directors.
It is
proposed that the following resolutions be adopted at the Meeting:
“
RESOLVED,
to approve the
compensation package of our non-employee Directors who are not External
Directors, to Dr. Shlomo Nass, in order that his compensation package, effective
as of the date of the Meeting, will be equal to:
(i) US
$18,000 per year plus VAT, if applicable, against a valid invoice furnished by
such director to the Company; and
(ii) reimbursement
of expenses incurred by Dr. Shlomo Nass in connection with participation in
meetings of the Board of Directors and committees thereof, subject to the
limitations of Israeli law and in accordance with the Company’s expense
reimbursement policy, which shall be the full cash compensation due to him for
all of his activities and tasks as member of the Board of Directors and as
member of committees thereof. Such annual fee will be paid in four
quarterly equal installments payable in advance.
FURTHER RESOLVED
that Dr.
Shlomo Nass shall be entitled to an initial grant of 30,000 options to purchase
Ordinary Shares of the Company, and that the per share exercise price for the
above-authorized options shall be the closing price of the Company’s Ordinary on
the trading day immediately prior to the date of the Company’s Annual General
Meeting of the Shareholders, in accordance with the provisions of the Section
3.6 of the Company’s 2003 Israeli Share Option Plan.
RESOLVED FURTHER,
that Dr.
Shlomo Nass shall be entitled to subsequent grants of 7,500 options following
each annual meeting of the shareholders of the Company, beginning with the
annual general meeting with respect to 2010, to purchase Ordinary Shares of the
Company, and that the per share exercise price for the above-authorized options
shall be the closing price of the Company’s Ordinary Shares on the trading day
immediately prior to the date of such grant, in accordance with the provisions
of the Section 3.6 of the Company’s 2003 Israeli Share Option
Plan.”
The
affirmative vote of the holders of a majority of the voting power represented at
the Meeting in person or by proxy is necessary for the approval of the
resolutions to
approve the compensation
package of our current and future non-employee Directors, other than External
Directors and the initial grant and annual grants of options to Dr. Shlomo
Nass.
The
Board of Directors recommends that the shareholders vote "FOR" the compensation
packages of our current and future non-employee Directors, other than External
Directors, of Dr. Shlomo Nass as a Director of the Company and "FOR" the initial
grant and annual grants of options to Dr. Shlomo Nass. It is the intention of
the persons appointed as proxies in the accompanying proxy to vote “FOR” these
resolutions unless specifically instructed to the contrary.
PROPOSAL 6 – PROPOSAL TO APPROVE THE GRANT OF OPTIONS
TO
DR. MOSHE BENBASSAT
Under the
Israeli Companies Law, the terms of compensation to Directors of the Company,
including the grant of options, whether in their capacity as Directors or
otherwise, requires shareholder approval. Dr. Moshe BenBassat, who is
serving as Chairman of the Board of Directors, is also the Chief Executive
Officer of the Company.
Following
the recommendation of the Compensation Committee and the approval of the Audit
Committee and the Board of Directors of the Company, it is proposed that the
shareholders approve the grant of options to Dr. Moshe BenBassat to purchase
130,000 Ordinary Shares according to the Company’s 2000 Share Option Plan, at an
exercise price equal to the closing sale price of the Company’s Ordinary Shares
on the trading day immediately preceding the Meeting. The options
will vest as follows: 25% on the first anniversary date of the
options grant and 1/48 at the end of each month thereafter. The
options would expire seven years from the date of grant.
It is
proposed that the following resolution be adopted at the Meeting:
“RESOLVED,
that the grant of
options to Dr. Moshe BenBassat to purchase 130,000 Ordinary Shares as set out in
the Proxy Statement dated June 18, 2009 is hereby approved.”
The
affirmative vote of the holders of a majority of the voting power represented at
the Meeting in person or by proxy is necessary for the approval of the
resolution to approve the options grant to Dr. Moshe BenBassat.
The Board of Directors recommends that
the shareholders vote "FOR" the approval of the resolution to approve the
options grant to Dr. Moshe BenBassat. It is the intention of the
persons appointed as proxies in the accompanying proxy to vote “FOR” this
resolution unless specifically instructed to the contrary
.
PROPOSAL
7 – PROPOSAL TO APPROVE THE RECONSTRUCTION OF
COMPENSATION
OF DR. MOSHE BENBASSAT
In light
of the changes in the global economy and changes in the role that Dr. Moshe
BenBassat will be playing in upcoming years in business development and product
strategy, there will be significant changes in the proportion of time that Dr.
BenBassat is contemplated to spend in the various offices around the world of
the Company and its subsidiaries (collectively with the Company, the "Group").
Due to international tax considerations of the Group and of Dr. BenBassat, this
may require changes in the mechanisms and vehicles of paying Dr. BenBassat's
compensation.
The
Israeli Companies Law requires shareholders to approve the compensation paid by
the Company to its Directors. Following the approval by the Company's Audit
Committee and Board of Directors, the Company is asking its shareholders to
ratify and approve the reconstruction of compensation of Dr. Moshe BenBassat,
the Company’s Chairman of the Board of Directors and Chief Executive Officer,
but without increasing the cost to the Company.
It is
proposed that the following resolutions be adopted at the Meeting:
“
RESOLVED
, to authorize and
empower the Audit Committee and Board of Directors of the Company to structure
the mechanisms and vehicles of paying Dr. BenBassat's compensation as CEO of the
Company (including the possibility of a services provider directly or through a
company owned by Dr. BenBassat, as opposed to an employee arrangement)
and to approve any required agreement(s) relating
thereto; provided that (1) the total cost to the Group (excluding
bonuses) in U.S. dollars will not exceed the total cost of Dr. BenBassat's
employment during the 2008 fiscal year (excluding bonuses) according to the
Employment Agreement between ClickSoftware, Inc. and Dr. BenBassat effective as
of January 1, 2004, as amended (the "Current Agreement"), and (2) any new
arrangement will contain the equivalent bonus and severance provisions as
specified in the Current Agreement. In calculating the total cost to the Group,
benefits according to the Current Agreement that were not fully utilized by Dr.
BenBassat will be calculated as if they had been fully utilized.”
FURTHER RESOLVED
, that the
Company will pay all reasonable costs and expenses relating to Dr. BenBassat's
employment or services to the Company, including, without
limitation:
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(a)
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transportation costs for him and
his immediate family and their personal belongings and household goods;
and
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(b)
|
the costs of professional
advisors that may arise from time to time specifically related to Dr.
BenBassat’s relocation up to a total amount of USD
30,000.
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The Board
of Directors or any committee designated by it for this purpose is hereby
conclusively authorized and empowered to determine and approve payment of such
reasonable costs and expenses."
The
affirmative vote of the holders of a majority of the voting power represented at
the Meeting in person or by proxy is necessary for the approval of the
resolution to approve the above resolutions.
The Board of Directors recommends that
the shareholders vote "FOR" the approval of the resolution to approve
reconstruction of compensation of Dr. Moshe BenBassat. It is the
intention of the persons appointed as proxies in the accompanying proxy to vote
“FOR” these resolutions unless specifically instructed to the
contrary
.
OTHER
BUSINESS
Management
knows of no other business to be transacted at the Meeting. However,
if any other matters are properly presented to the Meeting, the persons named in
the enclosed form of proxy will vote upon such matters in accordance with their
best judgment.
Shareholders
are urged to complete and return their proxies promptly in order to, among other
things, insure actions by a quorum and to avoid the expense of additional
solicitation. If the accompanying proxy is properly executed and
returned in time for voting, and a choice is specified, the Ordinary Shares
represented thereby will be voted as indicated thereon. If no
specification is made, the proxy will be voted in favor of each of the proposals
described in this Proxy Statement.
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By
order of the Board of Directors,
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Dr.
Moshe BenBassat
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Chairman
of the Board of Directors and
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Chief
Executive Officer
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Petach
Tikva, Israel
June 18,
2009