BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 2, 2014 (except with respect to the shareholders as noted below), concerning (i) the only persons or entities known to the Company
beneficially to own 5% or more of the outstanding Ordinary Shares; and (ii) the number of outstanding Ordinary Shares beneficially owned by all Office Holders (as defined below) as a group.
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Identity of Person or Group
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Number
of
Shares(1)
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Percentage
of
Ordinary
Shares
Outstanding(1)
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|
·
Harris Associates L.P. (2)
Two
North LaSalle Street, Suite 500
Chicago, Illinois 60602
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|
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4,882,698
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|
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11.73
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%
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|
|
|
·
Dr. Jacob Richter (3)
Medinol
Ltd.
Building No. 7, Entrance A, 5th Floor
Kiryat Atidim
P.O. Box 58165
Tel Aviv, 61581 Israel
|
|
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3,037,090
|
|
|
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7.29
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%
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|
|
|
·
Clal Insurance Enterprises Holdings Ltd. (4)
48 Menachem Begin Street
Tel Aviv, 66180 Israel
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2,625,526
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|
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6.31
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%
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|
|
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·
Jonathan Half and Steven Levey
13th Floor, Building E, 89
Medinat Hayehudim Street
Herzliya, Israel
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2,568,658
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6.17
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%
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Ion Asset Management Ltd. (5)
Ugland House, South Church Street
George Town, Grand Cayman,
Cayman Islands
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·
Systematic Financial Management, L.P. (6)
300 Frank W. Burr Boulevard
Glenpointe East, 7th Floor
Teaneck, New Jersey 07666
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2,352,746
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5.65
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%
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|
·
MAK Capital One L.L.C. (7)
590
Madison Avenue, 9th Floor
New York, NY 10022
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2,195,179
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5.27
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%
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·
Office Holders as a group
(consisting of 21 persons) (8)(9)
|
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5,588,188
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13.18
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%
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(1)
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The Company had outstanding, on June 2, 2014, 41,629,567 Ordinary Shares. This number does not include a total, as at that date, of 3,818,280 Ordinary Shares that
were either subject to outstanding equity awards granted pursuant to equity remuneration plans adopted or assumed by the Company or available for grant pursuant to such plans, of which: 2,871,860 were subject to outstanding options (1,734,647 of
which had vested); 433,451 were subject to outstanding and unvested RSUs; and 512,969 remained available for future equity awards pursuant to such plans, comprised of:
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(a)
|
3,067,872 Ordinary Shares issuable pursuant to equity awards under the Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Subsidiaries
(as Amended and Restated, 2005) (the
2000 Plan
), of which:
|
|
(i)
|
2,848,014 were subject to outstanding options (1,710,801 of which had vested); and
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4
|
(ii)
|
219,858 remained available for future equity awards pursuant to the 2000 Plan;
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|
(b)
|
726,562 Ordinary Shares issuable pursuant to equity awards under the 2010 Equity-Based Incentive Plan (the
2010 Plan
), of which:
|
|
(i)
|
433,451 were subject to outstanding and unvested RSUs; and
|
|
(ii)
|
293,111 remained available for future equity awards pursuant to the 2010 Plan; and
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|
(c)
|
23,846 Ordinary Shares issuable pursuant to options under equity remuneration plans which were administered by Photon Dynamics, Inc. prior to its acquisition by the
Company on October 2, 2008 and which were assumed by the Company as part of such acquisition (all of which had vested).
|
The above number of Ordinary Shares outstanding also does not include a total of 5,161,799 Ordinary Shares held at that date as treasury shares, virtually all of which were repurchased by the Company or
its subsidiaries, of which: (a) 1,993,918 were owned by the Company as dormant shares under Israeli law and, for so long as they are owned by the Company, confer no rights and, accordingly, are neither eligible to participate in or receive any
future dividends which may be paid to shareholders of the Company nor entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of shareholders of the Company; and (b) 3,167,881 were owned by one or more
subsidiaries of the Company and, for so long as they are owned by a subsidiary of the Company, confer no voting rights and, accordingly, are not entitled to participate in, be voted at or be counted as part of the quorum for, any meetings of
shareholders of the Company.
Because the Company uses the above number of Ordinary Shares outstanding as the calculation base,
the percentage of Ordinary Shares beneficially owned for each listed person or entity may differ from the percentage, if any, in the reports filed by such person or entity with the United States Securities and Exchange Commission (the
SEC
).
(2)
|
As of December 31, 2013, based on a report filed with the SEC on February 13, 2014. The report indicated sole voting and dispositive power as to 3,725,400
Ordinary Shares by Harris Associates L.P. and by Harris Associates Inc., its general partner, and voting power as to 1,157,298 Ordinary Shares by reason of advisory and other relationships with the person who owns the Ordinary Shares. The report
states that Harris Associates L.P. has been granted the power to vote the Ordinary Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of
business, by either providing information or advice to the persons having such power, or by exercising the power to vote.
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(3)
|
As of January 3, 2012, based on a report filed with the SEC dated January 3, 2012, updated to reflect the actual number of Ordinary Shares owned. The report
indicated sole voting and dispositive power as to none of such Ordinary Shares, and shared voting and dispositive power as to 3,033,945 Ordinary Shares, with his wife, Dr. Judith Richter. Dr. Jacob Richter serves as a member of the Board.
Dr. Jacob Richter and Yochai Richter, the Active Chairman of the Board, are brothers.
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(4)
|
As of December 31, 2013, based on a report filed with the SEC dated February 14, 2014. The report disclosed shared dispositive power and
shared voting power as to 2,625,526 Ordinary Shares by Clal Insurance Enterprises Holdings Ltd. (
Clal
), an Israeli public corporation, IDB Development Corporation Ltd. (
IDB Development
), an Israeli private
corporation, IDB Holding Corporation Ltd. (
IDB Holding
), an Israeli public corporation, Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat. Of the 2,625,526 Ordinary Shares reported
as beneficially owned by Clal, the report disclosed that: (i) 224,760 Ordinary Shares are beneficially held for its own account; and (ii) 2,400,766 Ordinary Shares are held for members of the public through a variety of investment funds
that are managed by subsidiaries of Clal which operate under independent management and make independent voting decisions. The report also disclosed that by reason of IDB Developments majority ownership of Clal, it may be deemed to be the
beneficial owner of, and to share the power to vote and dispose of, the shares
|
5
|
owned by Clal. Further disclosed is that by reason of IDB Holdings control of Clal through its 100% ownership of IDB Development, IDB Holding may be deemed beneficial owner of, and to share
the power to vote and dispose of, the shares owned by Clal. Finally, by reason of their control of Clal through their interests in, and relationships among them with respect to, IDB Holding, Mr. Dankner, Mrs. Bergman, Mrs. Manor and
Mr. Livnat may be deemed beneficial owners of, and to share the power to vote and dispose of, the shares owned by Clal. The report notes that it should not be construed as an admission by: (i) Clal that it is the beneficial owner of more
than 224,760 Ordinary Shares; and (ii) the other reporting persons that they are the beneficial owners of any of the Ordinary Shares deemed to be beneficially owned by Clal.
|
However, the report goes on to note that (i) following court proceedings against IDB Holding, the Israeli court approved, with effect
as of January 5, 2014, a creditors arrangement, the implementation of which will result in IDB Development no longer being controlled by IDB Holding, Mr. Dankner, Mrs. Bergman, Mrs. Manor and Mr. Livnat, and becoming
controlled by Mr. Eduardo Elsztain and Mr. Mordechy Maurice Ben-Moshe, (ii) as of January 7, 2014, Mrs. Manor no longer has any interest in, and no longer participates in the control of, IDB Holding, (iii) on
August 20, 2013, IDB Development agreed to sell 32% of the outstanding shares of Clal to JT Capital Management (
JT
) and to coordinate with JT the vote of IDB Developments remaining shares in Clal, and (iv) on
August 21, 2013, the Israeli Supervisor of Capital Markets, Insurance and Savings appointed Mr. Moshe Terry to hold as trustee IDB Developments means of control in Clal (i.e. 51% of its shares of Clal) and instructed Mr. Terry
to act in furtherance of the sale of the aforementioned shares to JT.
(5)
|
As of May 16, 2014, based on a report filed with the SEC dated May 20, 2014. The report indicated shared voting and dispositive power as to 2,568,658 Ordinary
Shares by Jonathan Half, Stephen Levey and Ion Asset Management Ltd. (
Ion
) by reason of Ions role as investment manager of certain hedge funds and managed accounts that hold such Ordinary Shares and by reason of
Mr. Half and Mr. Leveys roles as Portfolio Managers for Ion.
|
(6)
|
As of December 31, 2013, based on a report filed with the SEC dated February 13, 2014. The report indicated sole voting power as to 1,717,481 of such Ordinary
Shares and sole dispositive power as to all 2,352,746 Ordinary Shares by Systematic Financial Management, L.P., a registered investment advisor.
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(7)
|
As of December 31, 2013, based on a report filed with the SEC dated February 14, 2014. The report disclosed shared voting and dispositive power: (1) by
MAK Capital One L.L.C., a Delaware limited liability company (
MAK Capital
), MAK Capital Fund LP, a Bermuda limited partnership (
MAK Fund
), and Michael A. Kaufman as to 1,302,770 Ordinary Shares owned by MAK
Fund, (2) by MAK Capital, MAK-ro Capital Master Fund LP, a Cayman Islands exempted company (
MAK-ro Fund
), and Mr. Kaufman as to 549,685 Ordinary Shares owned by MAK-ro Fund, and (3) by Paloma International L.P., a
Delaware limited partnership (
Paloma
), S. Donald Sussman, MAK Capital and Mr. Kaufman as to 342,724 Ordinary Shares owned indirectly by Paloma.
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(8)
|
The term Office Holder as defined in the Companies Law includes a general manager, chief executive officer, executive vice president, vice president, any
other person fulfilling or assuming any of the foregoing positions without regard to such persons title, as well as a director, or a manager directly subordinate to the general manager or the chief executive officer. In addition to the ten
members of the Board, the Company considers 11 other individuals, including its Chief Executive Officer, its President and Chief Operating Officer and its Corporate Vice President and Chief Financial Officer, to be Office Holders as at June 2, 2014.
|
(9)
|
Includes 771,582 Ordinary Shares issuable upon the exercise of options referred to in footnote (1) above which had either vested as of, or will vest within 60 days
from, June 2, 2014. Also includes 234,675 Restricted Shares, regardless of whether the applicable restrictions have lapsed. The percentage of Ordinary Shares beneficially owned is calculated in accordance with Rule 13d-3(d) promulgated under the
Securities Exchange Act of 1934 (the
Exchange Act
).
|
6
ITEMS 1 and 2
Election of Directors
The Articles provide that the minimum number of directors is three and the maximum number is eleven. The actual number of directors
within such minimum and maximum is determined by a majority of the directors then in office. The Board is comprised of ten members. All but three of the current ten directors are designated into one of the three different classes, Class I Directors,
Class II Directors and Class III Directors, with one class being elected each year at the Companys annual general meeting of shareholders for a term of approximately three years. Directors so elected cannot be removed from office by the
shareholders until the expiration of their term of office.
In accordance with the Articles, any vacancies on the Board,
including unfilled positions, may be filled by a majority of the directors then in office, and each director chosen in this manner would hold office until the next annual general meeting of shareholders. At its meeting held on December 30,
2013, the Board, under this mechanism, appointed Mr. Raanan Cohen as a member of the Board effective as of January 1, 2014, to hold office until the 2014 Annual General Meeting, but did not designate him into any class. Although the
Nominating Committee viewed Mr. Cohen as a suitable candidate for nomination as a Class I Director, Mr. Cohen has informed the Company that, due to anticipated business commitments in the near future, he does not expect to be able to
devote the appropriate time to his duties as a director following the Meeting and accordingly he has asked that his name not be put forward as a candidate for election as a director at the Meeting.
The other two of the Companys current ten directors that are not designated into a particular class serve as external
directors under the applicable provisions of the Companies Law. Israeli public companies are required to have on their board of directors at least two external directors meeting certain independence criteria, all as provided under Israeli law.
External directors are elected for a term of three years at the general meeting of shareholders by a disinterested majority
of the shareholders (and cannot be appointed by the Board), and may be re-elected to additional terms of three years each, subject to certain conditions, all as provided under the Companies Law and regulations promulgated thereunder. Each committee
of a companys board of directors that has the authority to exercise powers of the board of directors must include at least one external director, and its audit committee and remuneration committee, must include all external directors.
Among other requirements, a person may not be elected as an external director if such person, his or her relative, partner,
employer, anyone to whom he or she is directly or indirectly subordinate, or any entity under his or her control, has or had, on or within the two years preceding the date of his or her election, any affiliation (as defined in the
Companies Law) with the company, any controlling shareholder of the company, a relative of a controlling shareholder, or any entity controlled by the company or by a controlling shareholder of the company; and if the company has no controlling
shareholder or a shareholder holding 25% or more of the companys voting rights, also with the chairman of the board of directors, the chief executive officer or the most senior financial officer of the company, or with a shareholder holding 5%
or more of the outstanding shares or voting rights of the company.
Pursuant to the Companies Law, an external director is
required to have either financial and accounting expertise, or professional qualifications, according to criteria set forth under Israeli law, and generally, at least one external director is required to have financial and accounting expertise. In
addition, the boards of directors of publicly traded companies are required to make a determination as to the minimum number of directors who must have financial and accounting expertise based, among other things, on the companys size and the
volume and complexity of its activities. The Board has determined that the minimum number of directors with financial and accounting expertise, in addition to the external director or directors who have such expertise, will be one, and that
Mr. Dan Falk qualifies as such.
7
In addition to the external directors, a company may classify directors who meet the same
non-affiliation criteria as external directors, and who have not served as directors of the company for more than nine consecutive years, as independent directors under the Companies Law. For these purposes, ceasing to serve as a
director for a period of two years or less would not be deemed to sever the consecutive nature of such directors service. A company, such as the Company, whose shares are listed for trading on specified exchanges outside of Israel, including
the Nasdaq Global Market and the Nasdaq Global Select Market, may also classify directors who qualify as independent directors under the relevant non-Israeli rules relating to independence standards and who meet certain non-affiliation criteria, as
independent directors under the Companies Law, all as provided under regulations promulgated under the Companies Law. The Company has classified Mr. Dan Falk as an independent director under the Companies Law.
External directors and independent directors may receive compensation solely as provided for in the Companies Law and regulations
promulgated pursuant thereto governing the terms of compensation payable to external directors (the
Compensation Regulations
). In addition, the Companies Law includes specific provisions with respect to the manner in which
external directors and independent directors may be dismissed from office. Following termination of service, external directors and independent directors and their relatives are subject to certain restrictions with respect to receipt of benefits,
service as an Office Holder, employment and provision of professional services to the company, a controlling shareholder thereof or any entity controlled by a controlling shareholder.
At the Meeting, the two Class I Directors currently in office, Mr. Yochai Richter and Mr. Eliezer Tokman, are candidates for
re-election for a term of approximately three years expiring at the Companys annual general meeting of shareholders to be held in 2017. In addition, although the Companies Law requires that public companies, such as the Company, have at least
two external directors on their board of directors, the Company had three external directors on its Board prior to the death of one of its external directors, Mr. Gideon Lahav, in November 2013, and believes that it would be prudent to have
three external directors again. Accordingly, Dr. Michael Anghel (who is currently an external director of the Company), is a candidate for re-election as an external director for a term of three years; and Mr. Joseph Tenne is a candidate
for election as an additional external director for a term of three years. The Nominating Committee of the Board (the
Nominating Committee
) has recommended to the Board, and the Board is recommending to shareholders, the election
of each of the proposed nominees.
In accordance with Israeli law, a nominee for service as a director must submit a
declaration to the Company, prior to his or her election, specifying that he or she has the requisite qualifications to serve as a director, independent director or external director, as applicable, and the ability to devote the appropriate time to
performing his or her duties as such. All candidates for election as directors at the Meeting have declared in writing that they possess the requisite skills and expertise, as well as sufficient time, to perform their duties as a director or as an
external director of the Company, as applicable.
Following the Meeting, and assuming the election of all of the nominees to
the Board, the Board will consist of ten members, eight of whom would qualify as independent under Nasdaq independence standards; four of whom would qualify as independent directors under the Companies Law (including the three external directors)
and four of whom could qualify as independent directors under the Companies Law, if classified as such.
Set forth below is
information, as at June 2, 2014, concerning the directors of the Company (other than the retiring director, Mr. Raanan Cohen) and the nominees for election as directors, including as external directors, at the Meeting.
8
Nominees for terms expiring in 2017
Class I Directors whose current terms expire at the 2014 Annual General Meeting
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|
|
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Name
|
|
Principal Occupation
or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Yochai Richter (2)
|
|
Active Chairman of the Board
|
|
September 17, 1942
|
|
|
1992
|
|
|
|
1,335,385
|
|
|
|
3.06
|
%
|
|
|
|
|
|
|
Eliezer Tokman (3)(4)
|
|
Chief Executive Officer of Siemens Israel Ltd.
|
|
May 13, 1950
|
|
|
2007
|
|
|
|
39,725
|
|
|
|
(5
|
)
|
Current External Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Principal Occupation
or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Dr. Michael Anghel (3)(6)
|
|
Company Director
|
|
January 13, 1939
|
|
|
2008
|
(7)
|
|
|
37,307
|
|
|
|
(5
|
)
|
Proposed Additional External Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Principal Occupation
or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Mr. Joseph Tenne (3)(8)
|
|
Chief Financial Officer of Orgenesis Inc.
|
|
October 17, 1955
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
Continuing Directors
Class II Directors whose current terms expire at the annual general meeting of shareholders in 2015
|
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|
|
|
|
|
Name
|
|
Principal Occupation
or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Prof. Shimon Ullman (3)(9)
|
|
Professor of Computer Science, Weizmann Institute of Science
|
|
January 28, 1948
|
|
|
1992
|
|
|
|
154,612
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
Dan Falk (3)(10)(11)
|
|
Company Director and Consultant
|
|
January 12, 1945
|
|
|
1997
|
|
|
|
49,257
|
|
|
|
(5
|
)
|
Class III Directors whose current terms expire at the annual general meeting of shareholders in 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Principal Occupation or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership
of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Yehudit Bronicki (3)
|
|
Managing Director of Ormat Industries Ltd.
|
|
December 29, 1941
|
|
|
2000
|
(12)
|
|
|
41,257
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
Dr. Jacob Richter (2)
|
|
Chairman of the Board of Directors of Medinol Ltd.
|
|
December 24, 1945
|
|
|
2012
|
(13)
|
|
|
3,044,953
|
|
|
|
7.29
|
%
|
|
|
|
|
|
|
Arie Weisberg (3)
|
|
Company Director and Consultant
|
|
October 19, 1950
|
|
|
2010
|
|
|
|
179,878
|
|
|
|
(5
|
)
|
9
Current External Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Principal Occupation or
Employment
|
|
Date of Birth
|
|
Director
Since
|
|
|
Beneficial
Ownership
of
Ordinary
Shares(1)
|
|
|
Percentage
of
Ordinary
Shares
Outstanding(1)
|
|
Avner Hermoni (3)(10)
|
|
Chief Executive Officer of NaanDanJain Irrigation Ltd.
|
|
December 4, 1947
|
|
|
2012
|
|
|
|
11,008
|
|
|
|
(5
|
)
|
(1)
|
The number and percentage of Ordinary Shares beneficially owned is calculated in accordance with Rule 13d3(d) promulgated under the Exchange Act. Includes:
|
|
(a)
|
95,252 Ordinary Shares (in the case of Mr. Weisberg), 59,379 Ordinary Shares (in the case of Mr. Yochai Richter), 28,374 Ordinary Shares (in the case of
Mrs. Bronicki, Mr. Falk, Mr. Tokman and Prof. Ullman), 26,104 Ordinary Shares (in the case of Dr. Anghel) and 7,863 Ordinary Shares (in the case of Mr. Hermoni and Dr. Jacob Richter) subject to vested but unexercised
options; and
|
|
(b)
|
35,106 Ordinary Shares (in the case of Mr. Weisberg), 35,251 Ordinary Shares (in the case of Mr. Yochai Richter), 9,738 Ordinary Shares (in the case of
Mrs. Bronicki, Mr. Falk and Prof. Ullman), 8,206 Ordinary Shares (in the case of Mr. Tokman), 8,058 Ordinary Shares (in the case of Dr. Anghel) and 2,440 Ordinary Shares (in the case of Dr. Jacob Richter) issued as
Restricted Shares, regardless of whether the applicable restrictions have lapsed.
|
(2)
|
Dr. Jacob Richter and Yochai Richter are brothers.
|
(3)
|
Independent director in accordance with the Nasdaq listing standards.
|
(4)
|
Member of the Remuneration Committee of the Board (the
Remuneration Committee
).
|
(6)
|
Member of the Audit Committee of the Board (the
Audit Committee
) and the Remuneration Committee.
|
(7)
|
Dr. Anghel also served as a director of the Company between April 1, 1986 and October 27, 1992 and between November 19, 1992 and June 25, 2006.
Between June 21, 2000 and June 25, 2006, Dr. Anghel served two terms as an external director, the second of which expired on June 25, 2006. He was re-elected as an external director commencing on September 18, 2008, and
again commencing on June 26, 2011.
|
(8)
|
If elected, Mr. Tenne will serve as a member of the Audit Committee and the Remuneration Committee.
|
(9)
|
Member of the Nominating Committee.
|
(10)
|
Member of the Audit Committee, the Remuneration Committee and the Nominating Committee.
|
(11)
|
Mr. Falk has been designated as the Audit Committee Financial Expert under applicable rules and regulations of the SEC and has also been classified as an
independent director under the Companies Law.
|
(12)
|
Mrs. Bronicki also served as a director of the Company between August 15, 1993 and February 27, 1994.
|
(13)
|
Dr. Richter also served as a director of the Company between October 27, 1992 and August 15, 1993 and between September 29, 1997 and
February 11, 2009.
|
***********
Yochai Richter has been the Active Chairman of the Board since May 8, 2006, and was the Chief Executive Officer of the Company from November 2002 to May 8, 2006. He was the President and Chief
Executive Officer from November 1994 to November 2002 and was a joint Managing Director and Chief Executive Officer from October 1992 to November 1994. Mr. Richter was among the founders of Orbot Systems Ltd. (
Orbot
) and
served as a member of the board of directors and as a managing director of that company from its organization in 1983 until the acquisition by the Company, in 1992, of all of the outstanding shares of Orbot (the
Merger
). He
received his degree in mathematics from the Technion-Israel Institute of Technology (the
Technion
) in Haifa in 1972.
Dr. Michael Anghel is a member of the board of directors of Partner Communications Company Ltd. and Syneron Medical Ltd., both of which are Israeli Nasdaq-listed companies. He is also a director of
the Strauss-Group Ltd., Dan Hotels Corporation Ltd, Evogene Ltd. and BioLineRx Ltd., all of which are Israeli companies listed on the Tel Aviv Stock Exchange (the
TASE
). Dr. Anghel is chairman of the board of directors of the
10
Israeli Center for Educational Technology. From 2004 to 2005, he served as the president and chief executive officer of Discount Capital Markets Ltd. In 1999, he founded CAP Ventures Ltd., and
served as its managing director from 1999 to 2004. From 1977 to 1999, he served as director and senior manager of Discount Investment Corporation Ltd. Dr. Anghel has been instrumental in founding several major Israeli communications operating
companies as well as a variety of other advanced technology ventures. Dr. Anghel was formerly a full-time member of the faculty of the Graduate School of Business Administration of Tel Aviv University and currently serves as chairman of Lahav,
its Executive Program. Dr. Anghel received his bachelors degree in economics from the Hebrew University of Jerusalem (the
Hebrew
University
) and his masters degree in business administration and a doctorate
in finance and business from Columbia University.
Yehudit Bronicki has, since 1991, been the managing director of Ormat
Industries Ltd. (
Ormat
), an Israeli company, the predecessor of which, Ormat Turbines Ltd., she co-founded in 1965. Mrs. Bronicki is the chief executive officer, and a member of the boards of directors, of Ormat Technologies,
Inc. (
Ormat Technologies
), a subsidiary of Ormat and a Delaware New York Stock Exchange-listed company, and its subsidiaries. She served as a member of the Advisory Board of the Bank of Israel between 1994 and 2001.
Mrs. Bronicki received her bachelors degree in social sciences from the Hebrew University, followed by advanced studies in management, finance and marketing.
Dan Falk serves as a member of the boards of directors of Nice Systems Ltd. (
Nice
), Attunity Ltd. and Nova Measuring Instruments Ltd., all of which are Israeli Nasdaq-listed companies,
and of Ormat Technologies. He is also chairman of the board of directors of Orad Hi-Tec Systems Ltd., an Israeli company listed on the Frankfurt Stock Exchange. From July 1999 to November 2000, he served as the president and chief operating officer
of Sapiens International Corporation N.V., a Netherlands Antilles company. He was Executive Vice President of the Company from August 1995 to July 1999 and, between June 1994 and August 1995, served as its Executive Vice President and Chief
Financial Officer. Prior thereto, he was Vice President and Chief Financial Officer of the Company from October 1992 until June 1994. He was director of finance and chief financial officer of Orbot from 1985 until consummation of the Merger. He
received a masters degree in business administration in 1973 from the Hebrew University School of Business and had 15 years experience in finance and banking, including senior positions at Discount Bank, prior to joining Orbot.
Avner Hermoni has, since 2007, served as chief executive officer of NaanDanJain Irrigation Ltd., an Israeli company. From
2003 to 2005, he was chief operations officer of Nice and, from 2000 to 2003, was chief executive officer of Shiron Satellite Communications Ltd. From 1997 to 1999, he simultaneously held the positions of president at Kulicke & Soffa
(Israel) Ltd. and corporate vice president at Kulicke & Soffa Industries, Inc., a Nasdaq-listed company. From 1990 to 1997 he served as president of Orbot Instruments Ltd. From 1986 to 1989 he served as co-managing director of Orbots
subsidiary in Belgium. Mr. Hermoni holds a bachelors degree in economics from the University of Haifa.
Dr. Jacob Richter serves as the chairman of the board of directors and chief technology officer of Medinol Ltd., an Israeli company,
and has been a director of that company since 1993 and also serves on the boards of directors of a number of other privately held companies. He was managing director of MarathonCapital Development Fund Ltd., an Israeli venture capital fund,
from 1992 to 1994, and was director of marketing of Orbot from January 1992 until consummation of the Merger. Previously, he was director of new product development of Orbot from January 1990 until 1992, and director of product development of Orbot
from 1986 until 1990. Prior to joining Orbot he was head of research and development of the Israeli Air Force. He holds a doctorate in brain research from Tel Aviv University and has worked as a post-doctoral and research fellow at the Artificial
Intelligence Laboratory of The Massachusetts Institute of Technology (
MIT
).
Joseph Tenne serves as the
chief financial officer of Orgenesis Inc., a Nevada Over-The-Counter QB listed company, and is a member of the boards of directors of AudioCodes Ltd., an Israeli Nasdaq and TASE-listed company and Enzymotec Ltd., an Israeli Nasdaq-listed company.
From March 2005 to April 2013, Mr. Tenne served as the chief financial officer of Ormat Technologies and from January 2006 to April 2013, also served as the chief financial officer of Ormat. From 2003 to 2005, Mr. Tenne was the chief
financial officer of Treofan
11
Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr. Tenne was a partner in Kesselman & Kesselman, Certified Public Accountants in Israel and a member of
PricewaterhouseCoopers International Limited (
PwC
). Mr. Tenne is a certified public accountant in Israel and holds a bachelors degree in accounting and economics and masters degree in business administration from
Tel Aviv University.
Eliezer Tokman serves as the chief executive officer of Siemens Israel and on the boards of directors of
a number of privately-held companies. From 2001 to 2002, he served as senior vice president at Philips Medical Systems responsible for business integration, and from 1998 to 2001, he was employed by Marconi Medical Systems in the positions of senior
vice president for product strategies and director of global computed tomography (CT) engineering. From 1977 to 1998, Mr. Tokman was employed within the Elscint group of companies in a variety of managerial roles, including as president of
Elscint America and general manager of the CT division. Mr. Tokman holds a bachelors degree in electrical engineering from the Technion.
Prof. Shimon Ullman holds the position of professor of computer science in the Computer Science and Applied Mathematics Department of the Weizmann Institute of Science and served as head of that
department from 1994 to 2003. He was the chief scientist of Orbot from its organization in 1983 until consummation of the Merger and Chief Scientist of the Company following the Merger until 2005. Between 1986 and 1993 Prof. Ullman was a full
professor at the Artificial Intelligence Laboratory of MIT. From 1997 to 2003, he served on a part-time basis as the chief scientist for new products development in the process diagnostic and control product business group of Applied Materials, Inc.
Prof. Ullman is a member of the Israel Academy of Sciences and Humanities and was the 2008 recipient of the international Rumelhart award in human cognition.
Arie Weisberg serves as a member of the board of directors of Lumenis Ltd., an Israeli Nasdaq-listed company, Plastopil Hazorea Company Ltd., an Israeli TASE-listed company, Advanced Vision Technology
Ltd., an Israeli company listed on the Frankfurt Stock Exchange, and Metzerplas Cooperative Agricultural Organization Ltd. He also serves on the boards of directors of a number of privately-held companies and acts as a consultant to various
companies. From May 2006 to June 2009, he was President and Chief Operating Officer of the Company. From November 2002 to May 2006, he was Co-President for Global Resources, and from August 2000 to November 2002 he served as Executive Vice President
for Global Resources. From January to August 2000, he was Corporate Executive Vice President for Global Resources and Chief Financial Officer. From August 1995 to January 2000, he was Corporate Vice President for Finance and Administration and Chief
Financial Officer. From January 1993 to August 1995, he was co-general manager of Orbotech S.A. and from July 1991 to January 1993, he was director of finance and operations of Orbots subsidiary in Belgium. Prior to joining Orbot he was, from
1988 to 1991, general manager of Sinus Ltd., a manufacturer of internal combustion valves, and from 1984 to 1988, he was west region general manager of Solcoor Inc. He received his bachelors degree in agricultural economics from the Hebrew
University.
Audit, Remuneration and Nominating Committees
The Articles provide that the Board may delegate any, or all, of its powers to one or more committees of the Board, and may entrust to and confer upon a managing director such of its powers as it deems
appropriate. However, the Companies Law provides that certain powers and authorities (for example, the power to approve the financial statements) may not be delegated and may be exercised only by the Board. In addition, the Companies Law requires
public companies such as the Company to appoint an audit committee and a remuneration committee.
The
Companies Law requires public companies to appoint an audit committee comprised of at least three directors. The audit committee must include all of the external directors (one of whom shall serve as the chairman of the committee), must be comprised
of a majority of independent directors under the Companies Law and may not include certain directors. Generally, any person who is not entitled to be a member of the audit committee may not attend the audit committees meetings.
12
The responsibilities of the Companys Audit Committee include, among other things:
(a) identifying flaws in the management of the Companys business, making recommendations to the Board as to how to correct them and providing for arrangements regarding employee complaints with respect thereto; (b) reviewing and
considering certain related party transactions and certain actions involving conflicts of interest; (c) reviewing the internal auditors performance and work program and examining the Companys internal control structure and
processes; (d) examining the external auditors scope of work as well as the external auditors fees and providing its recommendations to the appropriate corporate organ; and (e) overseeing the accounting and financial reporting
processes of the Company. In carrying out its duties, the Audit Committee meets with management at least once in each fiscal quarter. The Companys external and internal auditors also report regularly to the Audit Committee at its meetings, and
the Audit Committee discusses with the Companys external auditors the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the Companys financial
statements, as and when it deems it appropriate to do so.
Dr. Michael Anghel, Mr. Dan Falk and Mr. Avner
Hermoni are the current members of the Audit Committee, with Dr. Anghel serving as its chairman. Each of them is an independent director in accordance with the Nasdaq listing standards and in accordance with the Companies Law. In addition,
Mr. Falk has been designated as the Audit Committee Financial Expert under applicable rules and regulations of the SEC. If elected at the Meeting, Mr. Joseph Tenne will, as an external director, also serve as a member of the Audit
Committee.
(ii)
|
Remuneration Committee
|
The Companies Law requires public companies to appoint a remuneration committee comprised of at least three directors. The remuneration
committee must include all of the external directors, one of whom shall serve as the chairman of the committee, and may not include certain directors. All other members of the committee, who are not external directors, must be directors who receive
compensation that is in compliance with the Companies Law and the Compensation Regulations. Generally, any person who is not entitled to be a member of the remuneration committee may not attend the remuneration committees meetings.
The responsibilities of the Companys Remuneration Committee include, among others: (a) reviewing and making recommendations to
the Board with respect to the Companys policy regarding the Terms of Office and Employment (as defined below) of its Office Holders; (b) reviewing and considering arrangements with respect to the Terms of Office and Employment of Office
Holders; and (c) overseeing, subject to applicable law, the administration of the Companys various compensation plans and arrangements, including incentive compensation and equity based plans. In carrying out these duties, the
Remuneration Committee meets on an
ad hoc
basis (usually several times in each fiscal year). Under the Companies Law, the Remuneration Committee may need to seek the approval of the Board and the shareholders for certain compensation-related
decisions.
Dr. Michael Anghel, Mr. Dan Falk, Mr. Avner Hermoni and Mr. Eliezer Tokman are the current
members of the Remuneration Committee, with Dr. Anghel serving as its chairman. Each of them is an independent director in accordance with the Nasdaq listing standards. If elected at the Meeting, Mr. Joseph Tenne will, as an external
director, also serve as a member of the Remuneration Committee.
(iii)
|
Nominating Committee
|
The role of the Companys Nominating Committee is to identify individuals qualified to become directors, to recommend such
individuals for nomination for election as directors and to make recommendations to the Board concerning committee appointments.
Mr. Dan Falk, Mr. Avner Hermoni and Prof. Shimon Ullman are the current members of the Nominating Committee, with Mr. Falk serving as its chairman. Each of them is an independent director
in accordance with the Nasdaq listing standards.
13
Executive Sessions
At least twice per annum the independent directors of the Company (in accordance with the Nasdaq listing standards) meet in Executive Sessions, which no other persons have the
right to attend. These meetings are intended to provide a forum in which the Companys independent directors can discuss any issues that they consider relevant in their capacity as such.
Certain Transactions
Yochai Richter has an employment agreement with the
Company pursuant to which he serves as Active Chairman of the Board. For further information see Executive RemunerationRemuneration of the Active Chairman of the Board.
For information concerning the remuneration of directors and the eligibility and participation of directors in the 2005 Directors Plan and information concerning unexercised options held by directors
(other than the retiring director, Mr. Raanan Cohen), including awards made during 2013, see Executive RemunerationRemuneration of the Active Chairman of the Board;Other Directors Remuneration;Equity Awards to Directors.
For information concerning the insurance, indemnification and release of the directors, the chief executive officer and other
Office Holders of the Company, see Executive RemunerationInsurance, Indemnification and Release.
Certain equity awards
held by certain Office Holders of the Company are subject to immediate vesting in the event of such Office Holders death or a change in control of the Company. In addition, certain Office Holders are, under certain circumstances, eligible for
increased severance pay.
At the 2013 annual general meeting of shareholders, the shareholders approved a compensation policy
with respect to the Terms of Office and Employment of the Companys Office Holders (the
Compensation Policy
).
Executive Remuneration
The following table sets forth, as a group, for all persons who were, at any time during 2013, Office Holders of the Company, all
remuneration paid or accrued by the Company in respect of the fiscal year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, fees,
directors fees, and
bonuses
(including
deferred compensation)
|
|
|
Securities or property, insurance
premiums or
reimbursement,
personal benefits (including benefits
in kind) and payments or accruals
for retirement, severance, disability
or similar payments
|
|
|
Amount recognized
for financial statement
reporting purposes
for stock
options,
Restricted Shares
and RSUs
|
|
2013 Office Holders as a group (consisting of 22 persons) (1)
|
|
$
|
6,727,677
|
|
|
$
|
555,955
|
|
|
$
|
1,117,700
|
|
(1)
|
In addition to the ten members of the Board, the Company considers 12 other individuals, including its Chief Executive Officer, its President and Chief Operating
Officer and its Corporate Vice President and Chief Financial Officer, to have been Office Holders in 2013. Two of these 22 individuals were no longer Office Holders as at December 31, 2013.
|
(a) Approval Required for Directors Compensation
As required by an amendment to the Companies Law which became effective on December 12, 2012 (the
2012 Amendment
),
the Board approved the Compensation Policy, after considering the recommendations of the Remuneration Committee, and, on September 11, 2013, the Compensation Policy was approved by the Companys shareholders.
14
Pursuant to Israeli law, any arrangement between the Company and a director of the Company
as to such directors terms of office and employment, including exemption and release of the director from liability for breach of his or her duty of care to the Company, an undertaking to indemnify the director, post factum indemnification or
insurance; any grant, payment, remuneration, compensation, or other benefit provided in connection with termination of service; and any benefit, other payment or undertaking to provide any payment as aforesaid (
Terms of Office and
Employment
), must generally be consistent with the Compensation Policy and generally requires the approval of the Remuneration Committee, the Board and the shareholders. As discussed above, under the Companies Law and the Compensation
Regulations, the compensation payable to external directors and independent directors is subject to certain further limitations.
(b) Remuneration of the Active Chairman of the Board
Yochai Richter
has an employment agreement with the Company pursuant to which he currently serves as Active Chairman of the Board. The agreement is terminable by Mr. Richter on 60 days notice and by the Company on 30 days notice as required by
law. Upon termination, Mr. Richter is entitled to a lump sum payment equal to twelve times his monthly salary in effect at the time of termination plus certain benefits. He is also entitled to receive severance pay in cash equal to 150% of his
last monthly salary payment times the number of years employed by the Company (commencing with his employment by Orbot in 1982) if he resigns and 200% of such payment times the number of years employed if the Company terminates the agreement other
than for cause (in which case his severance payment would be between zero and half such amount).
The Audit Committee, the
Board and the shareholders have approved the terms of Mr. Richters continued employment with the Company, including a monthly salary of $33,000 and an annual bonus equivalent to 1% of the net annual profit of the Company. A bonus of
$400,000 was paid to Mr. Richter in respect of 2013. Pursuant to shareholder approval, commencing at the 2010 annual general meeting of shareholders, Mr. Richter became eligible to participate in the 2005 Directors Plan (as defined below)
and will, for as long as he remains the Chairman of the Board, continue to receive annual equity-based remuneration with an aggregate value equal to the lesser of $43,750 and the value of 3,750 Restricted Shares. In addition, as a continuing
employee, equity awards made to Mr. Richter prior to his becoming so eligible continued to vest and become exercisable on their original terms and all such awards have now vested in full.
The above terms of Mr. Richters employment and service were approved prior to the 2012 Amendment. Any change to the terms
described above will be subject to the approval process and other conditions set forth in the 2012 Amendment.
(c) Other
Directors Remuneration
Under arrangements previously approved by the Audit Committee, the Board and the
shareholders of the Company, and re-approved by the Remuneration Committee, the Board and the shareholders, with the approval of the Compensation Policy and consistent therewith, each of the members of the Board who is not, or will in the future
cease to be, an employee of the Company, including external directors, is remunerated, as of September 2008, as follows: (i) an annual payment to each such director of NIS 65,000 plus applicable value added tax (
VAT
); and
(ii) participation compensation to each such director of NIS 2,500 plus VAT for every meeting of the Board or any committee thereof that the director attends. In addition: (iii) the annual payment and the participation compensation of all
such directors will be adjusted bi-annually to reflect changes in the Israeli Consumer Price Index in the manner provided in the Compensation Regulations; (iv) in the event that a director participates in a meeting by means of communication
pursuant to Section 101 of the Companies Law, the Company shall pay 60% of the participation compensation; (v) in the event a resolution is adopted by the Board without a meeting pursuant to Section 103 of the Companies Law, the
Company shall pay 50% of the participation compensation; and (vi) the annual payment shall be paid in four equal installments, and the participation compensation shall be remitted to the directors on a quarterly basis, in each case at the
beginning of each calendar quarter with respect to the previous quarter, all as provided for in the Compensation Regulations.
15
On June 2, 2014, after adjustment as described in (iii) above, the annual payment to each non-employee director stood at NIS 74,361.36 plus VAT; and the meeting participation compensation to
each non-employee director stood at NIS 2,860.05 plus VAT.
On July 14, 2005, the shareholders of the Company approved a
directors equity remuneration plan for certain directors of the Company (the
2005 Directors Plan
), which was amended with shareholder approval at the 2010 annual general meeting of shareholders. Under the 2005 Directors Plan
(as amended), and as re-approved by the Remuneration Committee, the Board and the shareholders, with the approval of the Compensation Policy and consistent therewith, each director who is in office immediately after any annual general meeting of
shareholders, including external directors and including directors who are employees of the Company, but not including the Chief Executive Officer (even if a director), in addition to the existing annual and per meeting fees, will be granted equity
awards, comprised of options to purchase Ordinary Shares and Restricted Shares or RSUs, with an aggregate value equal to the lesser of $43,750 and the value of 3,750 Restricted Shares with respect to the Chairman of the Board, and with an aggregate
value equal to the lesser of $35,000 and the value of 3,000 Restricted Shares with respect to each other eligible director under the 2005 Directors Plan. There is no separate reserve of shares for purposes of the 2005 Directors Plan and awards will
be granted to the extent that there are sufficient Ordinary Shares reserved under the 2000 Plan, the 2010 Plan and any other equity remuneration plan of the Company. All stock-based remuneration awarded under the 2005 Directors Plan is currently
granted as part of, and out of Ordinary Shares available for grant under, the 2000 Plan or the 2010 Plan. Equity awards under the 2005 Directors Plan will, to the extent that there are sufficient options available for grant under the applicable
Company equity plan, be apportioned at a ratio of one Restricted Share or RSU for every 2.5 Ordinary Shares subject to an option. All awards vest in full on May 31 of the calendar year following the year in which they are granted and are
otherwise generally subject to the terms of the applicable Company equity plan under which they are awarded. Options expire no later than seven years after the date on which they were granted, subject to earlier expiration if, at any annual general
meeting of shareholders prior to the expiration of such seven-year period, a directors term expires and he or she is not re-elected. In such case, options expire upon the last to occur of: (i) 90 days following that annual general meeting
of shareholders; (ii) three years from date of grant; and (iii) the expiration of such period as is prescribed in the 2000 Plan in circumstances of retirement after the age of 60. Should a director not serve until the end of his or her
term for any other reason (apart from death or disabilityin which case the provisions of the applicable Company equity plan will apply), any options unexercised, or Restricted Shares or RSUs unvested, at the time of ceasing to serve will
expire and be cancelled and forfeited immediately.
The Company has also previously approved, and re-approved with the
approval of the Compensation Policy and consistent therewith, that external directors remuneration will be relative to that of other directors, as such term is defined in the Compensation Regulations, so that, in the event that,
during their term as external directors, the Company increases the remuneration payable, whether the annual payment or the participation compensation, to any other directors, or grants additional equity-based compensation to other
directors, each external director will receive, without further approval, additional remuneration, so that his or her annual compensation and/or compensation for participation in meetings, as the case may be, will be equivalent to the average
compensation payable to such other directors as annual payment or as participation compensation, respectively, or be granted additional equity-based compensation as is equal to the average additional equity-based compensation being
granted to such other directors and on substantially similar terms, as applicable.
The nominees for directors,
including the nominees for external directors, will, if elected, receive remuneration as described above and the nominees for service as Class I directors will, if elected, also participate in the 2005 Directors Plan and receive equity-based
compensation as eligible directors thereunder, as described above. In addition, the Remuneration Committee and the Board have resolved, subject to applicable regulations and shareholder approval, that consistent with the Compensation Policy, the
nominees for external directors, Dr. Michael Anghel and Mr. Joseph Tenne, will, if elected, receive remuneration that is relative to that of other directors, and participate in the 2005 Directors Plan and receive equity-based
compensation as eligible directors thereunder, all as described above.
16
(d) Equity Awards to Directors
The following table sets forth information, as of June 2, 2014, concerning all outstanding option awards to persons who currently
serve as directors (other than the retiring director, Mr. Raanan Cohen):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
award
|
|
|
Exercise price
per share ($)
|
|
|
Shares subject
to option
|
|
|
Shares vested
and unexercised
|
|
|
Shares
unvested
|
|
Scheduled date
of expiration
|
|
Yochai Richter
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
40,000
|
|
|
|
40,000
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
4,966
|
|
|
|
4,966
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
4,583
|
|
|
|
4,583
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
4,889
|
|
|
|
4,889
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
4,941
|
|
|
|
4,941
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Michael Anghel
|
|
|
Sep-18-2008
|
|
|
|
9.89
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Sep-17-2015
|
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Yehudit Bronicki
|
|
|
Sep-18-2008
|
|
|
|
9.89
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Sep-17-2015
|
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Dan Falk
|
|
|
Sep-18-2008
|
|
|
|
9.89
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Sep-17-2015
|
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Avner Hermoni
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Jacob Richter
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Eliezer Tokman
|
|
|
Sep-18-2008
|
|
|
|
9.89
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Sep-17-2015
|
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Shimon Ullman
|
|
|
Sep-18-2008
|
|
|
|
9.89
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Sep-17-2015
|
|
|
|
Jun-23-2009
|
|
|
|
7.21
|
|
|
|
5,301
|
|
|
|
5,301
|
|
|
0
|
|
|
Jun-22-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
|
|
|
|
|
|
|
Arie Weisberg
|
|
|
Aug-7-2008
|
|
|
|
11.84
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
0
|
|
|
Aug-6-2015
|
|
|
|
Feb-26-2009
|
|
|
|
4.15
|
|
|
|
33,750
|
|
|
|
33,750
|
|
|
0
|
|
|
Feb-25-2016
|
|
|
|
Sep-1-2010
|
|
|
|
10.28
|
|
|
|
3,972
|
|
|
|
3,972
|
|
|
0
|
|
|
Aug-31-2017
|
|
|
|
Jun-26-2011
|
|
|
|
12.48
|
|
|
|
3,667
|
|
|
|
3,667
|
|
|
0
|
|
|
Jun-25-2018
|
|
|
|
Jun-24-2012
|
|
|
|
9.40
|
|
|
|
3,911
|
|
|
|
3,911
|
|
|
0
|
|
|
Jun-23-2019
|
|
|
|
Sep-11-2013
|
|
|
|
12.11
|
|
|
|
3,952
|
|
|
|
3,952
|
|
|
0
|
|
|
Sep-10-2020
|
|
17
All such awards are subject to the terms of the 2000 Plan and (other than certain of the
awards made to the Active Chairman of the Board and to Mr. Weisberg) were made as part of the 2005 Directors Plan. For information concerning the method of calculation of the number of Ordinary Shares subject to options and Restricted Shares or RSUs
awarded to directors under the 2005 Directors Plan, seeOther Directors Remuneration. On June 2, 2014, the closing price of the Ordinary Shares as reported by Nasdaq was $15.27.
During 2013, 1,976 Restricted Shares were issued to the Active Chairman of the Board and 1,581 RSUs were awarded to each other director
who was in office immediately after the 2013 annual general meeting of shareholders, including the external directors.
In
addition, during 2013: (i) options to purchase a total of 33,893 Ordinary Shares held by directors were cancelled and no options to purchase Ordinary Shares were exercised by any directors; (ii) 1,956 Restricted Shares held by the Active Chairman of
the Board (which were granted during 2012) vested; and (iii) a total of 14,076 RSUs held by the other directors (all of which were awarded during 2012) vested. During the period from January 1, 2014 to June 2, 2014: (i) options to purchase a total
of 90,000 Ordinary Shares were exercised by directors; (ii) no options to purchase Ordinary Shares held by any directors were cancelled; (iii) 1,976 Restricted Shares held by the Active Chairman of the Board (which were granted during 2013) vested;
and (iv) a total of 12,648 RSUs held by the other directors (all of which were granted during 2013) vested.
For information
concerning Restricted Shares held by persons who currently serve as directors (other than the retiring director, Mr. Raanan Cohen), see footnote 1(b) to the table of Continuing Directors and Nominees for Directors presented above.
Pursuant to Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 (the
Tax Ordinance
) (and, with
respect to RSUs, to a tax ruling the Company has received from the Israel Tax Authority) and pursuant to an election made by the Company thereunder and consistent with the Compensation Policy, gains derived by employees (which term includes
directors) in Israel arising from the sale of Restricted Shares, shares delivered in settlement of RSUs or acquired pursuant to the exercise of options granted to them through a trustee under Section 102 of the Tax Ordinance after
January 1, 2003, will generally be subject to a flat capital gains tax rate of 25%, although these gains may also include a salary income component. As a result of this election under Section 102, the Company will not, in the case of
equity awards made on or after January 1, 2003, be allowed to claim as an expense for tax purposes in Israel the amounts credited to the employee as capital gains, although it will generally be entitled to do so in respect of the salary income
component (if any) of such awards when the related tax is paid by the employee. There are no longer any outstanding options that were awarded prior to January 1, 2003. Pursuant to shareholder approval and consistent with the Compensation
Policy, each of the equity awards to directors specified in the table above, as well as any other equity awards which may in the future be awarded by the Company to directors of the Company through a trustee under the 2000 Plan or the 2010 Plan
(whether as part of the 2005 Directors Plan or otherwise), will benefit from the above-described capital gains tax treatment (other than equity awards to Mr. Yochai Richter and Dr. Jacob Richter granted during years in which their combined
holdings exceed a certain percentage, as determined pursuant to relevant Israeli tax laws).
(e) Insurance,
Indemnification and Release
The Remuneration Committee, the Board and the shareholders of the Company have resolved,
consistent with the Compensation Policy, to ratify and approve the purchase and the periodic renewal, at the expense of the Company of insurance coverage in respect of the liability of its Office Holders currently in office and any additional or
other Office Holders as may be appointed from time to time in the future, including external directors, to the maximum extent permitted by law, that will provide for up to $50.0 million in coverage and will include coverage with respect to any
public offering of shares or other securities of the Company; to undertake in advance to indemnify all directors and the chief executive officer of the Company currently in office, and any additional or other directors and chief executive officer(s)
as may be appointed from time to time in the future, including external directors, for certain matters, costs and expenses as set forth in a letter of indemnification and exemption and release approved for issuance to them; and to exempt and release
to the maximum extent
18
permitted by law all directors and the chief executive officer of the Company currently in office, and any additional or other directors and chief executive officer(s) as may be appointed from
time to time in the future, including external directors, from and against all liability for monetary or other damages due to, or arising or resulting from, a breach of their duty of care to the Company, including, with respect to directors, in
their capacity as officers of the Company to the extent they also serve as officers of the Company, and to provide them with letters in this regard.
Following the adoption of the Compensation Policy, and consistent therewith, the Remuneration Committee and the Board resolved to similarly undertake in advance to indemnify all Office Holders of the
Company (in addition to the directors and the chief executive officer of the Company) currently in office; and to similarly exempt and release to the maximum extent permitted by law all such other Office Holders of the Company currently in office,
from and against all liability for monetary or other damages due to, or arising or resulting from, a breach of their duty of care to the Company and to provide them with letters in this regard.
Subject to the foregoing, any new director who is elected at the Meeting, as well as any current directors who are re-elected, including
external directors, would benefit from the insurance, indemnification, release and exemption discussed herein.
Policy on Confidentiality
and Trading in Company Securities
As a publicly traded entity, the Company maintains and enforces policies concerning
confidentiality of information and the purchase and sale of its securities by all directors, officers, employees and consultants of the Company and its subsidiaries and related companies.
Certain Information Concerning Equity Awards to Office Holders
The
following table sets forth, as a group, for all persons who were, at any time during 2013, Office Holders, certain information in respect of both the 2000 Plan and the 2010 Plan concerning: (i) equity awards granted by the Company between
January 1, 2013 and December 31, 2013; (ii) options which were exercised and paid, and Restricted Shares and RSUs which vested, between such dates; (iii) equity awards which were cancelled between such dates; and (iv) equity
awards which were outstanding on, and as at, December 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
2000
|
|
|
2010
|
|
Equity Awards Granted:
|
|
|
|
|
|
|
|
|
Number of Ordinary Shares subject to options
|
|
|
115,209
|
|
|
|
N/A
|
|
Weighted average option exercise price per Ordinary Share
|
|
$
|
11.63
|
|
|
|
N/A
|
|
Year of expiration of options
|
|
|
2020
|
|
|
|
N/A
|
|
Number of Restricted Shares
|
|
|
1,976
|
|
|
|
0
|
|
Number of RSUs
|
|
|
N/A
|
|
|
|
66,404
|
|
Options Exercised/Paid; Restricted Shares and RSUs Vested:
|
|
|
|
|
Number of Ordinary Shares subject to options
|
|
|
130,675
|
|
|
|
N/A
|
|
Weighted average option exercise price per Ordinary Share
|
|
$
|
5.87
|
|
|
|
N/A
|
|
Restricted Shares vested
|
|
|
6,831
|
|
|
|
0
|
|
RSUs vested
|
|
|
N/A
|
|
|
|
47,964
|
|
Equity Awards Cancelled:
|
|
|
|
|
Number of Ordinary Shares subject to options
|
|
|
174,353
|
|
|
|
N/A
|
|
Weighted average option exercise price per Ordinary Share
|
|
$
|
20.76
|
|
|
|
N/A
|
|
Number of Restricted Shares
|
|
|
625
|
|
|
|
0
|
|
Number of RSUs
|
|
|
N/A
|
|
|
|
64,389
|
|
Equity Awards Outstanding:
|
|
|
|
|
Number of Ordinary Shares subject to options
|
|
|
1,178,283
|
|
|
|
N/A
|
|
Weighted average option exercise price per Ordinary Share
|
|
$
|
10.16
|
|
|
|
N/A
|
|
Weighted average remaining option life (years)
|
|
|
2.82
|
|
|
|
N/A
|
|
Number of Restricted Shares
|
|
|
246,862
|
|
|
|
0
|
|
Number of RSUs
|
|
|
N/A
|
|
|
|
183,377
|
|
19
It is proposed that at the 2014 Annual General Meeting the following resolutions be adopted:
RESOLVED that:
|
1.(a)
|
The Class I Director, Yochai Richter, be, and he hereby is, re-elected for a term of approximately three years expiring at the end of the annual general meeting of
shareholders to be held in 2017 and when his successor has been duly elected;
|
|
(b)
|
The Class I Director, Eliezer Tokman, be, and he hereby is, re-elected for a term of approximately three years expiring at the end of the annual general meeting of
shareholders to be held in 2017 and when his successor has been duly elected;
|
|
2.(a)
|
The external director Michael Anghel, be, and he hereby is, re-elected as an external director as defined in the Israeli Companies Law, 5759-1999, for a term of three
years, and that his remuneration and benefits as presented in the Companys Proxy Statement for its 2014 Annual General Meeting of Shareholders be ratified and approved;
|
|
(b)
|
Joseph Tenne be, and he hereby is, elected as an external director as defined in the Israeli Companies Law, 5759-1999, for a term of three years, and that his
remuneration and benefits as presented in the Companys Proxy Statement for its 2014 Annual General Meeting of Shareholders be ratified and approved.
|
Each of the four resolutions above will be voted upon separately at the Meeting.
The Board recommends a vote
FOR
approval of the proposed resolutions.
ITEM 3Approval of Re-appointment of Auditors
At the 2014 Annual General Meeting, Kesselman & Kesselman, independent registered public accountants in Israel and a member firm of PwC, will be nominated for re-appointment as auditors of the
Company for the fiscal year ending December 31, 2014 and until the next annual general meeting of shareholders.
Pursuant
to the provisions of the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act
), Israeli law and the Articles, the appointment of external auditors requires the approval of the shareholders of the Company, and their compensation
requires the approval of the Board, following approval and recommendation by the Audit Committee. The Board has delegated its authority to approve the compensation of external auditors for non-audit services to the Audit Committee or to a delegate
thereof. The Audit Committee has reviewed, and is satisfied with, the performance of Kesselman & Kesselman, and has approved and is recommending to shareholders to approve, their re-appointment as external auditors.
Kesselman & Kesselman has no relationship with the Company or any affiliate of the Company except as auditors and, to a limited
extent, as tax consultants. The Audit Committee believes that this limited non-audit function does not affect the independence of Kesselman & Kesselman. A representative of Kesselman & Kesselman will be present at the Meeting, will
have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.
The Audit Committee maintains a policy of approving and recommending only those services to be performed by the Companys external auditors which are permitted under the Sarbanes-Oxley Act and the
applicable rules of the SEC relating to auditors independence, and which are otherwise consistent with and will encourage, and are remunerated at levels that accord with, the basic principles of auditor independence. The general practice of
the Audit Committee is to receive from the Companys management, either at the time of the Audit Committees final review of managements annual report on internal control over financial reporting or at the time of approval of the
Companys annual financial statements for the preceding fiscal year, a list of all services, including audit, audit-related, tax and other services, proposed to be provided during the current fiscal year to the Company by Kesselman &
Kesselman and/or other member firms of PwC, as well as a report
20
regarding the extent of such services actually provided by Kesselman & Kesselman and PwC during the previous fiscal year and the fees paid for such services performed. After reviewing
and considering the services proposed to be provided during the current fiscal year and, where appropriate in order better to understand their nature, discussing them with management, the Audit Committee pre-approves such of the proposed services,
with a specific pre-approved budget, as it considers appropriate in accordance with the above principles. Management also maintains a practice of discussing these matters on an ongoing basis during the year with Mr. Dan Falk, a member of the
Audit Committee and its appointed delegate in respect of audit-related and non-audit-related services. Additional services from Kesselman & Kesselman and PwC and any increase in budgeted amounts will similarly be submitted for pre-approval
during the year by the Audit Committee on a case-by-case basis.
All audit-related and non-audit-related services performed by
Kesselman & Kesselman and/or other member firms of PwC during 2013 and 2012 were pre-approved by the Audit Committee in accordance with the procedures outlined above.
The following table provides information regarding fees paid by the Company to Kesselman & Kesselman and/or other member firms of PwC for all services, including audit services, for the years
ended December 31, 2013 and 2012:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Audit fees (1)
|
|
$
|
841,000
|
|
|
$
|
845,000
|
|
Audit related fees (2)
|
|
|
32,000
|
|
|
|
0
|
|
Tax fees (3)
|
|
|
272,000
|
|
|
|
325,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,145,000
|
|
|
$
|
1,170,000
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes professional services rendered with respect to the audits of the Companys annual consolidated financial statements, the audits of managements
assessment of internal control over financial reporting, review of consolidated quarterly financial statements, statutory audits of the Company, consents and assistance with review of documents filed with the SEC.
|
(2)
|
Includes consultations concerning regulation and special projects.
|
(3)
|
Includes fees for services related to tax compliance, including assistance in preparation of tax returns, claims for refund and assistance with audits and appeals; and
tax planning and advice, including advice related to acquisitions and dispositions, services for employee benefit plans, issues with respect to transfer pricing and other.
|
It is proposed that at the 2014 Annual General Meeting the following resolution be adopted:
RESOLVED, that the Companys auditors, Kesselman & Kesselman, independent registered public accountants in Israel and
a member firm of PricewaterhouseCoopers International Limited, be, and they hereby are, re-appointed as auditors of the Company for the fiscal year ending December 31, 2014, and until the Companys next annual general meeting of
shareholders.
The Audit Committee recommends a vote
FOR
approval of the proposed resolution.
Consideration of the Report of the Independent Registered Public Accounting Firm and the Consolidated Financial Statements
At the 2014 Annual General Meeting, the Report of the Independent Registered Public Accounting Firm and the Consolidated
Financial Statements of the Company for the fiscal year ended December 31, 2013, will be presented for discussion. The representative of Kesselman & Kesselman present at the Meeting will be available to respond to appropriate questions
from shareholders concerning the Report of the Independent Registered Public Accounting Firm and the Consolidated Financial Statements of the Company.
21
SHAREHOLDER PROPOSALS
All shareholder proposals which are intended to be presented at the 2015 Annual General Meeting of Shareholders must be received by the
Company no later than February 2, 2015.
The Annual Report of the Company for the fiscal year ended December 31, 2013,
including its consolidated financial statements, is enclosed but is not a part of the proxy solicitation material.
By
Order of the Board
|
|
|
|
|
|
YOCHAI RICHTER
|
|
ASHER LEVY
|
Active Chairman of the Board of Directors
|
|
Chief Executive Officer
|
Dated: May 23, 2014
22
|
|
|
|
|
|
|
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other
eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
|
|
|
|
|
0
¢
|
|
|
ORBOTECH LTD.
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 10, 2014
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints MR. YOCHAI RICHTER and MR. ASHER LEVY, and each of
them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to vote with respect to all Ordinary Shares of ORBOTECH LTD. (the
Company
), standing in the name of the undersigned at
the close of trading on June 2, 2014, at the 2014 Annual General Meeting of Shareholders of the Company (the
Meeting
) to be held at the Companys principal offices at 7 Sanhedrin Boulevard, North Industrial Zone, Yavne,
Israel, on Thursday, July 10, 2014, at 10:00 a.m., Israel time, and at any and all adjournments thereof, with all the power that the undersigned would possess if personally present and especially (but without limiting the general authorization
and power hereby given) to vote as specified on the reverse side:
(Continued and to be signed on the reverse side)
|
|
|
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14475
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
ORBOTECH LTD.
July 10, 2014
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Proxy Statement and Proxy Card
are available at www.orbotech.com/Investors/SEC Filings
Please complete, sign, date and mail your
proxy card in the envelope provided
as soon as possible.
In order
to be counted, a duly executed proxy must be received prior to the Meeting. This will be deemed to have occurred only if such proxy is received either by the Company at its principal executive offices at any time prior to the commencement of the
Meeting, or by the Companys transfer agent in New York, New York, by no later than 11:59 p.m., New York time, on July 9, 2014 (and, in each case, not revoked prior to such time). Shares represented by proxies received after the times
specified above will not be counted as present at the Meeting and will not be voted.
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Please detach along perforated line and mail in the envelope
provided.
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¢
00033030203020300000 8
071014
PLEASE COMPLETE, SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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Discretionary
authority is hereby granted with respect to such other matters as may properly come before the Meeting or any adjournment thereof.
The shares represented by this Proxy will be voted in the manner directed and, if no instructions to the contrary are indicated, will be voted
FOR Proposals 1 - 3 listed herein. Any other matters that may properly come before the Meeting, if any, will be voted by the persons designated as proxies in their judgment.
Notwithstanding the above, please note that pursuant to Israeli law you are requested to
indicate, with respect to Proposals 2(A) and 2(B), on this Proxy, or inform the Company prior to voting at the Meeting thereon, whether or not you are a controlling shareholder of the Company and whether or not you have a personal
interest in the approval of Proposals 2(A) or 2(B) as a result of a relationship with a controlling shareholder of the Company. Otherwise, your vote on Proposals 2(A) or 2(B) above may not be counted. See Page 2 of the Proxy
Statement for more information.
As of the date of the Proxy Statement, the Company is
not aware of any controlling shareholders as such term is defined for purposes of the Israeli Companies Law, 5759-1999. Therefore, the Company expects that the none of its shareholders are controlling shareholders or have a
personal interest with respect to Proposals 2(A) or 2(B) as a result of a relationship with a controlling shareholder, and accordingly all of its shareholders would indicate NO where asked whether they are controlling
shareholders or whether they have a personal interest with respect to Proposals 2(A) or 2(B) as a result of a relationship with a controlling shareholder.
If the undersigned has not indicated otherwise with respect to either of Proposals 2(A)
or 2(B) then, by signing below, the undersigned certifies that the undersigned is not a controlling shareholder of the Company and that neither the undersigned nor any of the persons or entities described on Page 2 of the Proxy Statement
has a personal interest in the relevant proposal as a result of a relationship with a controlling shareholder of the Company.
Any and all proxies heretofore given are hereby revoked.
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1.
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THE ELECTION OF CLASS I
DIRECTORS
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THE NOMINEE AS CLASS I DIRECTOR IS:
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FOR
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AGAINST
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ABSTAIN
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A YOCHAI RICHTER
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THE NOMINEE AS CLASS I DIRECTOR IS:
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B ELIEZER TOKMAN
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2.
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THE ELECTION OF EXTERNAL DIRECTORS (AND THEIR REMUNERATION AND BENEFITS)
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THE NOMINEE AS EXTERNAL DIRECTOR IS:
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A MICHAEL ANGHEL (INCLUDING HIS REMUNERATION AND BENEFITS)
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YES
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NO
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ARE YOU A CONTROLLING SHAREHOLDER OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A PERSONAL INTEREST IN PROPOSAL 2(A) AS A RESULT OF
A RELATIONSHIP WITH A CONTROLLING SHAREHOLDER OF THE COMPANY?
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THE NOMINEE AS EXTERNAL DIRECTOR IS:
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FOR
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AGAINST
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ABSTAIN
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B JOSEPH TENNE (INCLUDING HIS REMUNERATION AND BENEFITS)
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YES
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NO
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ARE YOU A CONTROLLING SHAREHOLDER OF THE COMPANY, OR DO YOU, OR ANY OF THE PERSONS OR ENTITIES DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT, HAVE A PERSONAL INTEREST IN PROPOSAL 2(B) AS A RESULT OF
A RELATIONSHIP WITH A CONTROLLING SHAREHOLDER OF THE COMPANY?
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¨
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¨
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FOR
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AGAINST
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ABSTAIN
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3.
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APPROVAL OF PROPOSAL TO RE-APPOINT KESSELMAN & KESSELMAN AS AUDITORS OF THE COMPANY:
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the
signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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¢
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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 undersigned, thereunto duly authorized.
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ORBOTECH LTD.
(Registrant)
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By:
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/s/ Doron
Abramovitch
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Doron Abramovitch
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Corporate Vice President and
Chief Financial Officer
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Date: June 5, 2014
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