UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

For the month of July, 2024

 

Commission File Number 0-28584

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 
Yes ☐     No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

 

INVESTOR CONTACT: Kip E. Meintzer Check Point Software +1.650.628.2040 ir@checkpoint.com

MEDIA CONTACT: Gil Messing Check Point Software  +1.650.628.2260 press@checkpoint.com

CHECK POINT SOFTWARE ANNOUNCES NEW CEO & REPORTS STRONG 2024 SECOND

Nadav Zafrir, renowned Cyber Security leader, will assume CEO role December 2024
Gil Shwed, Founder & CEO, will transition to Executive Chairman

REDWOOD CITY, CA – July 24, 2024 — Check Point® Software Technologies Ltd. (NASDAQ: CHKP), today announced its financial results for the second quarter ended June 30, 2024, and the appointment of Nadav Zafrir as Check Point Chief Executive Officer.

Second Quarter 2024:

“I’m excited to share great news. Check Point delivered an outstanding second quarter as customers continued to embrace the AI driven, cloud delivered Infinity Platform to achieve the highest levels of security,” said Gil Shwed, Check Point founder and CEO. “The success of Infinity during the quarter was underscored by its double-digit growth and significant deals with Fortune Global 500 organizations." 

New CEO Appointment:

For the past 10 years, Nadav Zafrir has been a co-founder and managing partner at Team8, a global venture creation and venture capital fund. Team8 establishes and invests in companies focused on cyber security, Data & AI, Fintech and digital health. He built, invested and chaired 17 cyber security companies in addition to dozens of other technology companies he has consulted and mentored. He previously served 25 years in the IDF, retiring as a Brigadier General. Since 2019, he has served as Chairman of the Board of SolarEdge Technologies, a Nasdaq traded smart energy company. Mr. Zafrir will assume the CEO role in December 2024 and will join Check Point’s Board of Directors upon shareholder approval at Check Point’s next Annual General Meeting. Gil Shwed will become Executive Chairman of the Board.

 

“We are concluding a thorough CEO search process after examining candidates from around the world and found the perfect individual.  Nadav has been a key leader in the global cyber security ecosystem for over a decade.  Having lived in New York and Tel Aviv, he became one of the most respected figures within the global CISO community.  He established and led multiple cyber security companies and partnered with the world’s largest security vendors.  I admire his achievements and leadership skills and I am excited about his appointment, and believe he is the right leader to take Check Point to new heights,” concluded Mr. Shwed.

“I am honored to join Check Point, a pioneer that shaped modern cyber security, and a hotbed for entrepreneurship,” said Nadav Zafrir. “Over the last decade, I've collaborated with global cyber security leaders and teams, witnessing firsthand their incredible efforts to safeguard global networks from sophisticated attackers. I am in awe of the work of security practitioners and their organizations deserve the best security. In our turbulent world, on the brink of another acceleration point as AI redefines our lives, cutting-edge cyber security is more critical than ever.  Check Point is uniquely positioned to lead development of the next stage of security for our complex world. I look forward to working with the company’s accomplished leadership team and Gil to write the next chapter in Check Point’s growth,” concluded Mr. Zafrir.

Financial Highlights for the Second Quarter of 2024:

 

For information regarding the non-GAAP financial measures discussed in this release, as well as a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures, please see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Information.”

Conference Call and Webcast Information
Check Point will host a conference call with the investment community on July 24, 2024, at 8:30 AM ET/5:30 AM PT. To listen to the live video cast or replay, please visit the website: www.checkpoint.com/ir.

Third Quarter Investor Conference Participation Schedule:

 

 

 

 

 

 

 

Members of Check Point's management team anticipate attending these conferences and events to discuss the latest company strategies and initiatives. Check Point’s conference presentations, if applicable, will be available via webcast on the company’s web site. To hear these presentations and access the most updated information please visit the company's web site at www.checkpoint.com/ir. The schedule is subject to change.

To follow this and other Check Point news visit:

About Check Point Software Technologies Ltd.

Check Point Software Technologies Ltd. (www.checkpoint.com) is a leading AI-powered, cloud-delivered cyber security platform provider protecting over 100,000 organizations worldwide. Check Point leverages the power of AI everywhere to enhance cyber security efficiency and accuracy through its Infinity Platform, with industry-leading catch rates enabling proactive threat anticipation and smarter, faster response times. The comprehensive platform includes cloud-delivered technologies consisting of Check Point Harmony to secure the workspace, Check Point CloudGuard to secure the cloud, Check Point Quantum to secure the network, and Check Point Infinity Core Services for collaborative security operations and services.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this press release include, but are not limited to, statements related to our expectations regarding our products and solutions, the appointment of our new CEO, the transition of our CEO into the role of Executive Chairman and our participation in investor conferences and events during the third quarter of 2024. Our expectations and beliefs regarding these matters may not materialize, and actual results or events in the future are subject to risks and uncertainties that could cause actual results or events to differ materially from those projected. These risks include our ability to continue to develop platform capabilities and solutions; customer acceptance and purchase of our existing solutions and new solutions; the market for IT security continuing to develop; competition from other products and services; the appointment of our new CEO, the transition of our CEO into the role of Executive Chairman; and general market, political, economic, and business conditions, including acts of terrorism or war. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2024. The forward-looking statements in this press release are based on information available to Check Point as of the date hereof, and Check Point disclaims any obligation to update any forward-looking statements, except as required by law.

Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Check Point uses non-GAAP measures of operating income, net income, and earnings per diluted share, which are adjustments from results based on GAAP to exclude, as applicable, stock-based compensation expenses, amortization of intangible assets and acquisition related expenses and the related tax affects. Check Point’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of Check Point’s ongoing core operations and prospects for the future. Historically, Check Point has also publicly presented these supplemental non-GAAP financial measures to assist the investment community in visualizing the Company “through the eyes of management,” and thereby enhance understanding of its operating performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release to the most directly comparable GAAP financial measures is included with the financial statements contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating the business internally and has determined that it is important to provide this information to investors.

 

CHECK POINT SOFTWARE TECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF INCOME

CHECK POINT SOFTWARE TECHNOLOGIES LTD.
SELECTED FINANCIAL METRICS
(Unaudited, in millions, except per share amounts)

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In millions)

SHAREHOLDERS’ EQUITY

(Unaudited, in millions)

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.

 

	CHECK POINT SOFTWARE TECHNOLOGIES LTD.
	By:	/s/ Roei Golan
		Roei Golan
July 24, 2024		Chief Financial Officer