TAT TECHNOLOGIES LTD.
|
|||
(Registrant)
|
|||
By:
|
/s/ Ehud Ben-Yair
|
||
Ehud Ben-Yair
|
|||
Chief Financial Officer
|
1. |
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next
Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume and
nature of their services;
|
2. |
Approval of the re-election of each of Mr. Amos Malka, Mr. Gillon Beck and Ms. Ronnie Meninger (Independent Director), to serve as Directors of the Company each to hold office until our next Annual Meeting of
Shareholders;
|
3. |
Approval of the extension of the expiration date of 50,000 options of the Company's chairman of the board of directors, Mr. Amos Malka;
|
4. |
Approval of the extension of the expiration date of 100,000 options of the Company's chief executive officer, Mr. Igal Zamir ; and
|
5. |
Renewing and amendment the Company's Compensation Policy for an additional three (3) years.
|
By the Order of the Board of Directors,
|
|
/s/ Ehud Ben-Yair, CFO
Dated: June 7, 2023 |
1. |
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next
Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume and
nature of their services;
|
2. |
Approval of the re-election of each of Mr. Amos Malka, Mr. Gillon Beck and Ms. Ronnie Meninger (Independent Director), to serve as Directors of the Company each to hold office until our next Annual Meeting of
Shareholders;
|
3. |
Approval of the extension of the expiration date of 50,000 options of the Company's chairman of the board of directors, Mr. Amos Malka;
|
4. |
Approval of the extension of the expiration date of 100,000 options of the Company's chief executive officer, Mr. Igal Zamir ; and
|
5. |
Renewing and amendment the Company's Compensation Policy for an additional three (3) years.
|
Name
|
Number of
Ordinary Shares Beneficially Owned (1) |
Percentage of
Ownership (2)
|
FIMI Funds (3)
|
5,254,908
|
58.97%
|
Country of Principal Executive Offices
|
Israel
|
Foreign Private Issuer
|
Yes
|
Disclosure Prohibited under Home Country Law
|
No
|
Total Number of Directors
|
5
|
As of October 3, 2022
Part I: Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
Directors
|
1
|
4
|
||
Part II: Demographic Background
|
||||
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
LGBTQ+
|
0
|
|||
Did Not Disclose Demographic Background
|
0
|
Name and Principal Position(2)
|
Base Salary
|
Benefits and
Perquisites(3) |
Variable Compensation(4)
|
Equity-Based Compensation(5)
|
Total
|
Igal Zamir, CEO and President
|
355
|
86
|
113
|
98
|
652
|
|
a) |
On June 23, 2016 the company granted 100,000 options;
|
|
b) |
On August 30, 2021 the company granted 100,000 options.
|
a)
|
Decrease of the base salary caps of the CEO to NIS 105,000 and of the Active Chairman of the Board to NIS 50,000 per month (for 25% of a full
time position and a proportion of this amount to a different percentage of services).
|
b)
|
Variable Compensation- Decrease of the Cash incentive compensation for the Active Chairman of the Board to 3 monthly base salaries or the
equivalent thereof and change the Long term equity based compensation for Directors.
|
c)
|
Adding the Company Board of Directors the possibility to determine a minimum threshold for the annual bonus.
|
d)
|
Omitting the obligation to determine a deferred bonus as part of the annual bonus.
|
e)
|
The cap of the yearly Equity Value granted to any non-executive Directors shall not exceed 50% of the total value of the fixed directors’
compensation, including per meeting compensation, per vesting annum.
|
f)
|
Amending the acceleration provisions of the Equity awards.
|
By the Order of the Board of Directors,
|
|
/s/ Ehud Ben-Yair, CFO
Dated: June 7, 2023
|
Name of Candidate:
|
Amos
|
Malka
|
|||||
First name
|
Surname
|
||||||
Name in English
|
Amos
|
Malka
|
|||||
(according to passport)
|
First name
|
Surname
|
|||||
ID No.
|
051760007
|
||||||
Date of birth:
|
24/01/1953
|
Nationality:
|
Israel
|
||||
My address:
|
Shaul Hamelech
|
Tel-Aviv
|
6473301
|
||||
Street
|
Town
|
Zip code
|
|||||
A. |
I hereby confirm my consent to serve as a director in the Company.
|
B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's
special needs and its size, as required by the Law.
|
C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
1. |
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
2. |
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
|
3. |
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my
request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in a
public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:
|
|
a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
|
b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4. |
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I
am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter
period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision.
|
|
5. |
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds'
company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.
|
|
6. |
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to
conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly
and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the
Company.
|
D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
|
☐ |
Eligible to serve as a Director with accounting and financial expertise;
|
|
☒ |
Eligible to serve as a Professionally Eligible Director;
|
|
☐ |
None of the above;
|
E. |
For the purpose of considering whether you are an independent director, I declare as follows2:
|
|
☒ |
I am not a relative of the Company's controlling person.
|
|
☒ |
At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no
connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the controlling block or to anyone
who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;
|
|
☒ |
My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
|
☒ |
I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.
|
|
☒ |
I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
|
|
☒ |
I do not serve as a director in the Company for more nine consecutive years.
|
|
☐ |
I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
|
F. |
My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity, are as follows: None.
|
G. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
H. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I was elected as the Chairman of the Board of Directors in June
2016.
|
I. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
J. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that
the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
June 2, 2023
|
/s/ Amos Malka
|
|
Date
|
Signature
|
Name of Candidate:
|
Gillon
|
Beck
|
|||||
First name
|
Surname
|
||||||
Name in English
|
Gillon
|
Beck
|
|||||
(according to passport)
|
First name
|
Surname
|
|||||
ID No.
|
57382780
|
||||||
Date of birth:
|
16/02/1962
|
Nationality:
|
Israel
|
||||
My address:
|
Igal Alon
|
Tel Aviv-Yaffo
|
6789141
|
||||
Street
|
Town
|
Zip code
|
|||||
A. |
I hereby confirm my consent to serve as a director in the Company.
|
B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's
special needs and its size, as required by the Law.
|
C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
1. |
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
2. |
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
|
3. |
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at my
request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a director in
a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's
decision:
|
|
a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
|
b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4. |
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense,
I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a
shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision.
|
|
5. |
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or
Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.
|
|
6. |
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to
conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company
accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary
duty to the Company.
|
D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in
the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
|
☒ |
Eligible to serve as a Director with accounting and financial expertise;
|
|
☐ |
Eligible to serve as a Professionally Eligible Director;
|
|
☐ |
None of the above;
|
E. |
My holdings of Securities of the Company, its Held Company2, if its activity is material for the Company's activity, are as follows: None.
|
F. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
G. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I am a partner in the FIMI fund, the controlling shareholder of
the company.
|
H. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
I. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that
the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
|
Jube 1, 2023
|
/s/ Gillon Beck |
|
|
Date
|
Signature
|
|
Name of Candidate:
|
Ronnie
|
Meninger
|
|||||
First name
|
Surname
|
||||||
Name in English
|
Ronnie
|
Meninger
|
|||||
(according to passport)
|
First name
|
Surname
|
|||||
ID No.
|
54484860
|
||||||
Date of birth:
|
September 28, 1956
|
Nationality:
|
Israeli
|
||||
My address:
|
21 Habesor St.
|
Meitar
|
85025
|
||||
Street
|
Town
|
Zip code
|
|||||
A. |
I hereby confirm my consent to serve as a director in the Company.
|
B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's
special needs and its size, as required by the Law.
|
C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
1. |
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
2. |
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
|
3. |
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the following offences, the court determined, at the time of conviction or thereafter, at
my request, that albeit my conviction of the following offences and considering, inter alia, the circumstances under which the offence was committed, I have no hindrance to serve as a
director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the date the judgment of which I was convicted was rendered, at the
court's decision:
|
|
a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
|
b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4. |
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such
offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years
or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision.
|
|
5. |
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or
Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed.
|
|
6. |
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to
conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company
accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary
duty to the Company.
|
D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in
the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
|
☒ |
Eligible to serve as a Director with accounting and financial expertise;
|
|
☐ |
Eligible to serve as a Professionally Eligible Director;
|
|
☐ |
None of the above;
|
E. |
For the purpose of considering whether you are an independent director, I declare as follows2:
|
☒
|
I am not a relative of the Company's controlling person.
|
☒
|
At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the
corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or
to anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;
|
|
☒ |
My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
|
☒ |
I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.
|
|
☒ |
I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
|
|
☒ |
I do not serve as a director in the Company for more nine consecutive years.
|
|
☐ |
I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
|
F. |
My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity ,are as follows: None
|
G. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
H. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: No
|
I. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
J. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware
that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
June 4, 2023
|
/s/ Ronnie Meninger
|
|
Date
|
Signature
|
I. |
OVERVIEW
|
1. |
Definitions
|
Company
|
TAT TECHNOLOGIES LTD.
|
Law
|
The Israeli Companies Law 5759-1999 and any regulations promulgated under it, as amended from time to time.
|
Amendment 20
|
Amendment to the Law which was entered into effect on December 12, 2012.
|
Compensation Committee
|
A committee appointed in accordance with section 118A of the Law.
|
Office Holder
|
Director, CEO, any person filling any of these positions in a company, even if he holds a different title, and any other excutive subordinate to the CEO, all as defined in section
1 of the Law.
|
Executive
|
Office Holder, excluding a director.
|
Terms of Office and Employment
|
Terms of office or employment of an Executive or a Director, including the grant of an exemption, an undertaking to indemnify, indemnification or insurance, separation package, and
any other benefit, payment or undertaking to provide such payment, granted in light of such office or employment, all as defined in section 1 of the Law.
|
Total Cash Compensation
|
The total annual cash compensation of an Executive, which shall include the total amount of: (i) the annual base salary; and (ii) the On Target Cash Plan.
|
Equity Value
|
The annual total equity value will be calculated on a linear basis, based on the equity value (valued using the same methodology used in the financial statements of the Company on
the date of approval of the Equity Based Components by the Company's Board of Directors) divided by the number of vesting years.
|
Total Compesation
|
The Total Cash Compensation and the annual Equity Value.
|
2. |
General
|
|
2.1. |
This compensation policy ("the Policy"), was formulated during an internal process conducted at the Company in compliance with the provision of Amendment 20, and is based on the Company's
will to properly balance between its will to reward Office Holders for their achievements and the need to ensure that the Total Compensation is in line with the Company's benefit and overall strategy over time.
|
|
2.2. |
The purpose of the Policy is to set guidelines for the compensation manner of the Company's Officer Holders. The Company's management and its Board of Directors deem all of the Office Holders of the Company as partners in the
Company's success and consequently, derived a comprehensive view with respect to the Company's Office Holders' Compensation. This document presents the indices that derived from the principles of the formulated Policy, as specified
hereunder.
|
|
2.3. |
It is hereby clarified that no statement in this document is intended to vest any right to the Office Holders to whom the principles of the Policy apply, or to any other third party, and not necessarily will use be made of all of
the components and ranges presented in this Policy.
|
|
2.4. |
The indices presented in the Policy are intended to prescribe an adequately broad framework that shall enable the Compensation Committee and Board of Directors of the Company to formulate a personal Compensation Plan for each
office Holder or a particular compensation component according to individual circumstances (including unique circumstances) and according to the Company's needs, in a manner that is congruent with the Company's benefit and the
Company's overall strategy over time.
|
|
2.5. |
The Policy is intended to align between the importance of incentivizing Executives to reach personal targets and the need to assure that the overall compensation meets our Company's long term strategic performance and financial
objectives. The policy provides our Compensation Committee and our Board of Directors with adequate measures and flexibility, to tailor each of our Executive's compensation package based, among others, on geography, tasks, role,
seniority, and capability.
|
|
2.6. |
The Policy shall provide the Board of Directors with guidelines for exercising discretion under the Company’s equity plans.
|
|
2.7. |
For the avoidance of doubt, it is clarified that in case of any amendment made to provisions of the Law and any other relevant rules and regulations in a manner that will facilitate the Company regarding its actions related to
Officer compensation, the Company may be entitled to follow these provisions even if they contradict the principles of this Compensation Policy.
|
|
2.8. |
This Compensation Policy does not derogate from any agreements or compensation terms approved prior to the approval of this Compensation Policy. It is hereby clarified that if the Company shall acquire another company or new
activity, then the compensation terms of mangers of such acquired company or activity that become, after the acquisition Office Holders in the Company, shall not change for a period of six (6) months after the acquisition (even if
their compensation terms exceed the limitations on compensation set forth in this Policy). During such six-month period, the Company will make reasonable efforts to revise their compensation terms in accordance
with applicable law. Notwithstanding the foregoing, if the compensation terms of such mangers exceed the limitations on compensation set forth in this Policy, and the Company cannot amend such compensation after making reasonable
efforts to do so, then the compensation of such managers of the acquired entity may not be amended in accordance with the terms of the Policy.
|
3. |
Principles of the Policy
|
|
3.1. |
The Policy shall guide the Company’s management, Compensation Committee and Board of Directors with regard to the Office Holders' compensation.
|
|
3.2. |
The Policy shall be reviewed from time to time by the Compensation Committee and the Board of Directors, to ensure its compliance with applicable laws and regulations as well as market practices, and its conformity with the
Company’s targets and strategy. As part of this review, the Board of Directors will analyze the appropriateness of the Policy in advancing achievement of its goals, considering the implementation of the Policy by the Company during
previous years.
|
|
3.3. |
Any proposed amendment to the Policy shall be brought up to the approval of the Shareholders of the Company and the Policy as a whole shall be re-approved by the Shareholders of the Company at least once every three years, or as
otherwise required by Law. However, to the extent permitted by law, if the shareholders shall oppose approving the Policy, the Compensation Committee and Board of Directors shall be able to approve the Policy, after having held
another discussion of the Policy and after having determined, on the basis of detailed reasoning, that, notwithstanding the opposition of the shareholders, the adoption of the Policy is for the benefit of the Company.
|
|
3.4. |
The compensation of each Office Holder shall be subject to mandatory or customary deductions and withholdings, in accordance with the applicable local laws.
|
II. |
Executive Compensation
|
4. |
When examining and approving Executives’ Terms of Office and Employment, the Compensation Committee and Board members shall review the following factors and shall include them in their considerations and reasoning:
|
|
4.1. |
Executive’s education, skills, expertise, professional experience and specific achievements.
|
|
4.2. |
Executive’s role and scope of responsibilities and in accordance with the location in which such Executive is placed.
|
|
4.3. |
Executive’s previous compensation.
|
|
4.4. |
The Company’s performance and general market conditions.
|
|
4.5. |
The ratio between Executives' compensation, including all components of the Executives' Terms of Office and Employment, and the salary of the Company’s employees, in particular with regard to the average and median ratios, and
the effect of such ratio on work relations inside the Company, as defined by the Law.
|
|
4.6. |
Comparative information, as applicable, as to former Executives in the same position or similar positions, as to other positions with similar scopes of responsibilities inside the Company, and as to Executives in peer companies.
The peer group for the purpose detailed below shall include not less than 4 public companies listed on the Tel Aviv Stock Exchange ("TASE") similar in parameters such as total revenues, market
cap, industry and number of employees. The comparative information, as applicable, shall address the base salary, target cash incentives and equity and will rely, as much as possible, on reputable industry surveys.
|
5. |
The compensation of each Executive shall be composed of, some or all, of the following components:
|
|
5.1. |
Fixed components, which shall include, among others: base salary and benefits as may be customary under local customs.
|
|
5.2. |
Variable components, which may include: cash incentives and equity based compensation.
|
|
5.3. |
Separation package;
|
|
5.4. |
Directors & Officers (D&O) Insurance, indemnification and exemption; and
|
|
5.5. |
Other components, which may include: change in control, relocation benefits, special bonus, etc.
|
6. |
Our philosophy is that our Executives’ compensation mix shall comprise of, some or all, of the following components: annual base salary, performance-based cash incentives and long-term equity based compensation, all in accordance
with the position and responsibilities of each Executive, and taking into account the purposes of each component, as presented in the following table:
|
Compensation Component
|
|
Purpose
|
|
Compensation Objective Achieved
|
Annual base salary
|
|
Provide annual cash income based on the level of responsibility, individual qualities, past performance inside the Company, past experience inside and outside the Company.
|
|
• Individual role, scope and capability based compensation
• Market competitiveness in attracting Executives.
|
Performance-based cash
incentive compensation
|
|
Motivate and incentivize individual towards reaching Company, department and individual's periodical and long-term goals and targets.
|
|
• Reward periodical accomplishments
• Align Executive’ objectives with Company, department and individual's objectives
• Market competitiveness in attracting Executives
|
Long-term equity-based
Compensation
|
|
Align the interests of the individual with the Shareholders of the Company, by creating a correlation between the Company’s success and the value of the individual holdings
|
|
• Company performance based compensation
• Reward long-term objectives
• Align individual's objectives with shareholders’ objectives
|
7. |
The compensation package shall be reviewed with each Executive at least once a year, or as may be required from time to time.
|
8. |
Fixed compensation
|
|
8.1. |
The base salary shall be determined in accordance with the criterias and considerations as detailed in Section 4 above and shall be approved by the Compensation Committee.
|
|
8.2. |
The base salary shall not be automatically linked.
|
|
8.3. |
The maximum monthly base salary for an Office Holder shall be as follows:
|
Executive Level
|
Maximum
|
Active Chairman
|
NIS 50K (for 35% of a full time position and a proportion of this amount to a different percentage of services).
|
CEO
|
NIS 105K (for a full time position)
|
Other Executives
|
NIS 66K (for a full time position); and with respect to a Chief Executive Officer and or Presidents of a subsidiary of the Company and Executives outside of Israel - US$ 27.5K (for
a full time position).
|
|
8.4. |
In the event an Office Holder provides services to the Company as an independent contractor or via a management company controlled by said Office Holder, and get paid through the issuance of an invoice, then the provisions of the
Policy shall apply to him/her mutatis mutandis and for all purposes in this policy, the base salary for such an Office Holder shall be extracted from actual payment based on normal rate of
employment cost. In order to ensure allignment of all components of the Total Compensation, the appropriate ratio between the Fixed compensation of Office Holders' and their Variable Compensation, in terms of full time position for
a given year, are as detailed below:
|
Executive Level
|
Variable Compensation
|
|
Cash incenstive compensation
|
Long term equity based compensation
|
|
Active Chairman
|
Up to 3 monthly base salaries or the equivalent thereof.
|
Up to 9 monthly base salaries or the equivalent thereof.
|
CEO
|
Up to 9 monthly base salaries or the equivalent thereof.
|
Up to 9 monthly base salaries or the equivalent thereof.
|
Directors
|
NONE.
|
See section 9.9. below
|
Other Executives
|
Up to 7 monthly base salaries or the equivalent thereof.
|
Up to 7 monthly base salaries or the equivalent thereof.
|
|
8.5. |
Benefits granted to Executives shall include any mandatory benefit under applicable law, as well as, part or all, of the following components:
|
|
8.5.1. |
Pension plan/ Executive insurance as customary.
|
|
8.5.2. |
Benefits which may be offered as part of the general employee benefits package (such as: pension fund, study fund) in accordance with the local practice of the Company.
|
|
8.5.3. |
An Executive will be entitled to sick days and other special vacation days (such as recreation days), as required under local standards and practices.
|
|
8.5.4. |
An Executive will be entitled to vacation days, in correlation with the Executive’s seniority and position in the Company (generally up to 30 days annualy), and subject to the minimum vacation days requirements per country of
employment as well as the local national holidays.
|
|
8.5.5. |
Reasonable expenses, including vehicle, daily newspaper, cellphone and meals.
|
9. |
Variable Components
|
|
9.1. |
When determining the variable components as part of an Executive's compensation package, the contribution of the Executive to the achievement of the Company’s goals, revenues, profitability and other key performance indicators ("Targets") shall be considered, taking into account Company and department’s long term perspective and the Executive’s position.
|
|
9.2. |
Variable compensation components shall be comprised of (i) cash components which shall be mostly based on measurable criteria or non-measurable targets; and (ii) equity components, all taking into consideration periodical and a
long term perspective.
|
|
9.3. |
The Board of Directors shall have the absolute discretion to reduce or cancel any cash incentive.
|
|
9.4. |
Variable Cash Incentive Plan
|
|
9.4.1. |
The Compensation Committee and Board of Directors may adopt, from time to time, a Cash Incentive Plan, which will set forth for each Executive targets which form such Executive's on target Cash payment (which shall be referred to
as the “On Target Cash Plan”) and the rules or formula for calculation of the On Target Cash Plan payment once actual achievements are known.
|
|
9.4.2. |
The Compensation committee and Board of Directors may include, inter- alia, in the On Target Cash Plan predetermined thresholds and caps, to corelate an Executive’s On Target Cash Plan payments with actual achievements.
|
|
9.4.3. |
The annual On Target Cash Plan actual payment for the Active Chairman, the CEO and other Executives in a given year shall be capped as determined by our Board of Directors, but in no event shall exceed the ratio set forth in the
table in clause 8.4 above.
|
|
9.4.4. |
The CEO, Active Chairman and other Executives' individual On Target Cash Plan may be composed based on the mix of (i) the Company Target (as defined below); (ii) Personal Target; and (iii) Personal Evaluation.
The weight to be assigned to each of the components per each of the executives shall be as set forth in the table below.
|
Active Chairman
|
CEO
|
Other Executives
|
|
Company Target
|
100%
|
75% - 100%
|
50% - 100%
|
Personal Target
|
NONE
|
NONE
|
0% - 30%
|
Personal Evaluation
|
NONE
|
0% - 25%
|
0% - 20%
|
|
9.4.5. |
Without derogating from the foregoing, the annual bonus may be conditional on financial or other threshold conditions in accordance with a list of measurable targets that will be determined by the board of directors of the
Company from time to time, such as sales turnover, gross profit, operating profit, pre-tax profit, net profit and relevant operating targets, as determined for the Other Executives, such as compliance with budgetary targets, level
of inventory, collections and profitability targets, and so forth (If such threshold condition is determined), failure to meet the lower threshold for the distribution of an annual bonus will mean that an annual bonus will not be
earned (the "Annual Bonus Threshold").
|
|
9.4.6. |
Notwithstanding the foregoing, the board of directors may, in exceptional cases, following the recommendation of the CEO of the Company, approve the grant of a partial bonus, notwithstanding that the Annual Bonus Threshold has
not been met in an amount of up to 3 salaries. This will be under special circumstances in which, in light of the efforts of the Executive and his great investment in his position in the previous year, it is decided that it is
appropriate to award the Executive with the bonus in the framework of the Executive’s compensation, notwithstanding the failure to meet the Annual Bonus Threshold so as to incentivize him and compensate him in respect of his
investment in the Company.
|
- |
|
- |
|
|
9.4.7. |
Personal evaluation: the Company's CEO shall present his personal evaluation of Executive reporting to the CEO to the Company's Compensation Committee and to the Board of Directos. This evaluation shall relate, inter alia, to
nonfinancial indices, including the Executive's long term contribution and his/her long term performance. The CEO's personal evaluation shall be presented to the Compensation Committee and to the Board of Directors by the Chairman
of the Board, according to the evaluation principles set above with relation to all other Executives.
|
|
9.4.8. |
It is hereby clarified that the aggregate weight to be assigned to all five of the aforesaid categories in a cash incentives formula shall be 100% and in no event shall exceed the ratio set forth in the table in clause 8.4 above.
|
|
9.4.9. |
In the event that the Company's strategic targets shall be amended by the Board of Directors during a particular year and/or there is a change to the Executive’s responsibilities and/or scope of employment - the
Board of Directors shall have the authorization to determine whether, and in which manner, such amendment shall apply to the On Target Cash Plan.
|
|
9.4.10. |
The Board of Directors will be authorized to define certain events as exceptional and extra-ordinary to the Company’s ordinary course of business, in which case the compensation committee will have the ability to adjust their
impact when calculating any of the Company’s targets and Personal Targets. It shall be noted that Company’s Targets and/or Personal Targets impacted by this section with respect to the Active Chairman and CEO, shall be brought for
the approval of the General Meeting in accordance with the Law.
|
|
9.4.11. |
The entitlement to the On Target Cash Plan in respect of a particular year shall be conferred on an Executive where such Executive rendered services or was employed with the Company for a period of at least 6 months during that
particular year - and the amount thereof shall be relative to the period of employment with the Company during that particular year.
|
|
9.4.12. |
In the event of termination of the relationship following "Cause" as defined below, such Executive shall not be entitled to any payments in accordance with his/her On Target Cash Plan which have not yet been paid prior to the
date of said termination, unless otherwise determined by the Board of Directors.
|
|
9.4.13. |
For the avoidance of doubt, it is hereby clarified that payments under the On Target Cash Plan shall not be deemed to be a salary, for all intents and purposes, and it shall not confer any social rights.
|
|
9.4.14. |
The Company will include in its year-end filings (i.e. Annual 20F), with respect to the Active Chairman and the CEO, an explanation as to how their On Target Cash Plan was calculated, including: their predetermined Company
Targets, Personal Targets and Personal Evaluation for that particular year; the mix and weights; and the extent of achieving them.
|
|
9.5. |
The Company may grant its Executives, from time to time, equity based compensation, which may include any type of equity, including, without limitation, any type of shares,
options, restricted share units (RSUs), share appreciation rights, restricted shares or other shares based awards (“Equity Based Components”), either under the Company's existing Stock
Option Plan or future equity plan (as may be adopted by the Company), and subject to any applicable law.
|
|
9.6. |
The Company believes that it is not in its best interest to limit the exercise value of Equity Based Components.
|
|
9.7. |
Equity Based Components for Executives shall be in accordance with and subject to the terms of our existing or future equity plan and shall vest in installments throughout a period which shall not be shorter than 3 years with at
least a 1 year cliff taking into account adequate incentives in a long term perspective.
|
|
9.8. |
The total yearly Equity Value granted shall not exceed with respect to the Active Chairman, the CEO and each other Executive, at the time of approval by the Board of Directors the appropriate ratio set forth in clause 8.4 above.
|
|
9.9. |
The total yearly Equity Value granted to any non-executive Directors (determined based on generally accepted accounting principles applicable to the Company) shall not exceed (based on accepted valuation methods), 50% of the
total value of the fixed directors’ compensation, incuding per meeting compensation, per vesting annum.
|
|
9.10. |
The maximum dilution as a result of grant of the equity based compensation to Executives shall not exceed 15%.
|
|
9.11. |
The terms of Equity Based Components may include provisions regarding vesting acceleration as described below:
|
|
9.11.1. |
In case of the company's delisting from trading.
|
|
9.11.2. |
In case of change of control in the Company.
|
|
9.11.3. |
Termination or cessation of service initiated by the Company.2
|
|
9.12. |
The exercise price of the options granted shall be determined by the Company and shall not be less than the higher of (a) 5% above the average closing price of the Company's share in the 30 trading days preceding the date of the
Board of Directors' approval of the equity grant; (b) 5% above the share price on the date of the Board of Directors' approval of the equity grant.
|
|
9.13. |
In the event of the termination of the employer – employee relationship or rendering services to the Company's group during the relevant year, the grantee shall be entitled to the options which were allocated in his/her regard,
where the date of entitlement in respect of the said options occurred prior to the date of the actual termination, and to exercise them into shares of the Company up until the earlier of: (1) 90 days from the date of the actual
termination; (2) the expiration of their exercise period. The grantee shall be entitled to count the shares which were allocated for him only if the date of entitlement in respect thereof occurred prior to the date of the actual
termination.
|
|
9.14. |
In the event of the termination of the relationship following Cause– and even if the date of entitlement to the options has fallen due, in whole or in part, and they have not yet been exercised into shares, the options which have
not yet been exercised prior to the expiration of the exercise period shall expire.
|
|
9.15. |
For the avoidance of doubt, it is hereby clarified that the annual equity compensation shall not be deemed to be a salary, for all intents and purposes, and it shall not confer any social rights.
|
10. |
Separation Package
|
|
10.1. |
The following criteria shall be taken into consideration when determining Separation Package: the duration of employment of the Active Chairman or the Executive, the terms of employment, the Company’s performance during such
term, the Executive’s contribution to achieving the Company’s goals and revenues and the retirement’s circumstances.
|
|
10.2. |
Other than payments required under any applicable law, local practices, transfer or release of pension funds, manager's insurance policies, etc. - the maximum Separation Package of each Executive, CEO or the Active Chairman shall
not exceed the value of 25% the Total Compensation of such an Executive, CEO or Active Chairman, respectively.
|
11. |
Notice Period in Termination
|
12. |
Others
|
|
12.1. |
Relocation– additional compensation pursuant to local practices and law may be granted to an Executive under relocation circumstances. Such benefits shall include reimbursement for out of
pocket one time payments and other ongoing expenses, such as housing allowance, schooling allowance, car or transportation allowance, home leave visit, health insurance for executive and family, etc, all as reasonable and customary
for the relocated country and in accordance with the Company's relocation practices, as shall be approved by the Compensation Committee and Board of Directors.
|
|
12.2. |
Special Bonus - Our Compensation Committee and our Board of Directors may approve, from time to time, with respect to any Executive, if they deem required under special circumstances or in
case of an exceptional contribution to the Company, including, among others, in cases of retention or attraction of a new Executive or consummation of an acquisition by or of the Company or the sale or spin off of any material asset
of the Company, the grant of a onetime cash incentive, of up to three monthly salaries or the equivalent thereof.
|
13. |
Clawback Policy
|
|
13.1. |
In the event of a restatement of the Company’s financial results, we shall seek reimbursement from our Office Holders of any payment made due to erroneous restated data, with regards to each Office Holder’s Terms of Office and
Employment that would not otherwise have been paid. The reimbursement shall be limited to such payments made during the 3-years period preceding the date of restatement. The above shall not apply in case of restatements that reflect
the adoption of new accounting standards, transactions that require retroactive restatement (e.g., discontinued operations), reclassifications of prior year financial information to conform to the current year presentation, or
discretionary accounting changes.
|
|
13.2. |
Our Compensation Committee and Board of Directors shall be authorized to seek recovery to the extent that (i) to do so would be unreasonable or impracticable; or (ii) there is low likelihood of success under governing law versus
the cost and effort involved.
|
III. |
Director Remuneration:
|
14. |
Cash Compensation:
|
|
14.1. |
The Company’s non-executive directors may be entitled to receive an annual cash fee and a participation fee for each meeting in accordance with the amounts set forth in the Companies
Regulations (Rules Regarding Compensation and Expense Reimbursement of External Directors) -2000 ("the Compensation Regulations"), and taking into account their definition as "expert director"
according to the Compensation Regulations.
|
|
14.2. |
The Company’s directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors and of any Committees of the Board of Directors, all in accordance with the
Compensation Regulations.
|
15. |
Equity Based Compensation:
|
16. |
Active Chairman Compensation:
|
IV. |
Indemnification & Insurance
|
17. |
The Office Holders shall be entitled to a directors and officers indemnification up to the maximum amount permitted by law, D&O insurance as shall be approved at the Board of Director's discretion, all in accordance with any
applicable law and the Company’s articles of association.
|
18. |
With respect to the D&O policy-
|
|
18.1. |
The D&O insurance may provide group insurance to the Company and its affiliates (only in respect of D&Os serving as such on behalf of the Company) and alongside the Company's D&O Insurance it is possible that D&Os
of the affiliates may also be insured. In the event the D&O insurance shall provide such group insurance, the annual premium shall be relatively divided between the different companies based on the decision of the Company's
management taking into account the recommendation of the Company's external insurance advisors.
|
|
18.2. |
The limits of liability shall not exceed USD 35 million.
|
|
18.3. |
The deductible shall not exceed USD 3,500,000.
|
|
18.4. |
The annual premium for the D&O policy shall be in accordance with market conditions. The Company shall retain the assistance of the Company's external isurance advisors in determining market conditions.
|
|
18.5. |
Any purchase of D&O insurance or its renewal during the term of this Policy shall not be brought to additional approval of the General Meeting provided that the Compensation Committee has approved that the purchased D&O
insurance meets the conditions detailed above.
|
19. |
Each of our Office Holders shall be entitled to the same indemnification terms and insurance policy coverage, all as may be approved from time to time.
|
Item No. 1
|
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as
of the approval by the Meeting until our next Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants'
remuneration in accordance with the volume and nature of their services.
|
FOR
|
AGAINST |
ABSTAIN |
☐ | ☐ | ☐ | ||
Item No. 2
|
Approval of the re-election of each of Mr. Amos Malka, Mr. Gillon Beck and Roni Meninger (Independent Director), to serve as Directors of the Company
each to hold office until our next Annual Meeting of Shareholders.
|
|
|
|
FOR | AGAINST | ABSTAIN | ||
VOTE FOR EACH DIRECTOR SEPARATELY.
|
||||
I. Mr. Amos Malka
II. Mr. Gillon Beck
III. Ms. Roni Meninger (Independent Director)
|
☐
☐
☐
|
☐
☐
☐
|
☐
☐
☐
|
Item No. 3
|
Approval of the expiration date of 50,000 options of the company's chairman of the board of directors, Mr. Amos Malka.
|
FOR
|
AGAINST
|
ABSTAIN
|
☐ | ☐ | ☐ | ||
Item No. 4
|
Approval of the expiration date of 100,000 options of the company's chief executive officer, Mr. Igal Zamir.
|
FOR
|
AGAINST
|
ABSTAIN
|
☐ | ☐ | ☐ | ||
|
|
|
||
By marking the “NO” box below, you confirm that you are not a “controlling shareholder” and do not have a “personal interest” in the approval of Proposal 2. If you cannot make such
confirmation, please check the “YES” box? (Please note: If you do not mark either Yes or No, your shares will not be voted for Item No. 2).
|
NO
|
YES
|
||
☐ | ☐ | |||
|
|
|||
Item No. 5
|
Renewing and amendment of the company's compensation policy for an additional three (3) years.
|
FOR
|
AGAINST
|
ABSTAIN
|
☐ | ☐ | ☐ | ||
By marking the “NO” box below, you confirm that you are not a “controlling shareholder” and do not have a “personal interest” in the approval of Proposal 2. If you
cannot make such confirmation, please check the “YES” box
|
NO
|
YES
|
||
☐ | ☐ |