| Allot Ltd. | |||
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By:
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/s/ Rael Kolevsohn | |
| Rael Kolevsohn | |||
| VP Legal Affairs & General Counsel | |||
| Exhibit Number |
Description
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| 99.1 |
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1.
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To approve an amendment to the Company’s Articles of Association, effective immediately upon the approval of this Proposal 1, to provide for the elimination of the different
classes of members of the Board of Directors of the Company (the “Board”), so that after completion of their current term, the term of each director who is elected or reelected at or after the Annual Meeting shall be one year
(other than Outside Directors, as defined in the Israel Companies Law, 5759-1999, as amended (the “Israel Companies Law”), who shall continue to serve for fixed three-year terms in accordance with the Israel Companies Law).
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2.
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To reelect Nadav Zohar as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of
shareholders), and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.
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3.
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To reelect Cynthia L. Paul as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of
shareholders), and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.
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4.
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To reelect Steven Levy as an Outside Director of the Company, to serve for a term of three years commencing as of Annual Meeting, or until his office is vacated in accordance with
the Company’s Articles of Association or the Israel Companies Law.
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5.
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To approve the existing compensation policy for officers and directors of the Company, as required by the Israel Companies Law, to apply for the years 2026-2028.
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6.
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To approve an amendment to the indemnification provisions of the Company’s Articles of Association.
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7.
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To approve an amended and restated indemnification agreement to be entered into with each of our directors.
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8.
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To approve an amended and restated indemnification agreement to be entered into with our Chief Executive Officer.
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9.
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To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal
year ending December 31, 2025 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting
firm.
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10.
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To report on the business of the Company for the fiscal year ended December 31, 2024, including a review of the fiscal 2024 financial statements.
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11.
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To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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