Tat Technologies Ltd 6-K, filed Jun 7, 2023
Tat Technologies Ltd (TATT)
6-K
2023-06-07
For: 2023-06-07
View Original
Added on
April 10, 2026
About this 6-K
Tat Technologies Ltd filed this 6-K on June 7, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
TAT TECHNOLOGIES LTD.
(Name of Registrant)
P.O.BOX 80, Gedera 70750 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ 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): ☐
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): ☐
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant 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- ____________
TAT Technologies Ltd.
6-K Exhibits:
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SIGNATURE
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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TAT TECHNOLOGIES LTD.
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(Registrant)
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By:
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/s/ Ehud Ben-Yair
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Ehud Ben-Yair
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Chief Financial Officer
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Date: June 7, 2023
Exhibit 1
TAT TECHNOLOGIES LTD.
NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
Dear shareholders of TAT Technologies Ltd.:
Notice is hereby given that the annual and special general meeting of shareholders (the “Meeting”) of TAT Technologies Ltd. (the
“Company”) will be held on July 13, 2023 at 17:00 P.M. Israel time, at the offices of Naschitz, Brandes, Amir & Co.,
Advocates, located at 5 Tuval Street, Tel-Aviv, Israel.
The agenda of the Meeting shall be as follows:
| 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;
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| 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;
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| 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;
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| 4. |
Approval of the extension of the expiration date of 100,000 options of the Company's chief executive officer, Mr. Igal Zamir ; and
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| 5. |
Renewing and amendment the Company's Compensation Policy for an additional three (3) years.
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In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2022.
The approval of Items 1, 2 and 3 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.
The approval of each of Items 4 and 5 requires the affirmative vote of at least a majority of the shares present, in person or by proxy, and voting on the matter, provided
that (i) such a majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company or who do not have personal interest in the approval of the proposal set forth in each Items 4 and 5; or
(ii) the total number of shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.
In the proxy card attached to the proxy statement, you will be asked to indicate whether or not you are a controlling shareholder of the Company or whether or not you have a
personal interest in the approval of the proposal set forth in each Items 4 and 5. If any shareholder casting a vote does not notify us whether or not they are a controlling shareholder of the Company or whether or not they have a personal
interest in the approval of the proposal set forth in each Items 4 and 5, their vote, with respect to this Items, will be disqualified.
Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, otherwise
than by reason of being a director or other office holder of the company. A shareholder will be deemed to have a personal interest if any member of such shareholder's immediate family or their spouse has a personal interest in the adoption of the
relevant proposal. In addition, a shareholder will be deemed to have a personal interest if a company, other than TAT Technologies, that is affiliated to such shareholder has a personal interest in the adoption of the relevant proposal. Such
company is a company in which the shareholder or a member of such shareholder's immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the
outstanding shares. However, a shareholder will not be deemed to have a personal interest in the adoption of the proposal if the shareholder's interest in such proposal arises solely from ownership of TAT Technologies' shares, or to a matter that
is not related to a relationship with a controlling shareholder.
Only shareholders of record at the close of business on June 15, 2023, (the “Record
Date”) will be entitled to receive notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.
Shareholders who will not attend the Meeting in person may vote with respect to Items 1 through 5 by means of
a proxy card and are required to complete, sign, date and return the proxy card no later than July 13, 2023, 13:00 P.M. Israel time, to permit verification. Voting will be done by completing the
second part of the proxy card. The form of proxy card was furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and is available to the public on the Commission’s website
at http://www.sec.gov. The form of proxy card is also available on the
websites: www.magna.isa.gov.il or www.maya.tase.co.il.
Position Statements: Shareholders wishing to express their position on Items 1 through 5 on the agenda for this
Meeting may do so by submitting a written statement (hereinafter “Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. Any
Position Statement received will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.
Position Statements should be submitted to the Company no later than July 3, 2023.
- ii -
A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.
A shareholder, whose shares are registered with a Tel-Aviv Stock Exchange Ltd. (the “TASE”) member and are
not registered on the Company’s shareholders' register, is entitled to receive from the TASE member who holds the shares on the shareholder’s behalf, by e-mail, for no charge, a link to the text of the proxy card and to the Position Statements
posted on the Israel Securities Authority website, provided, that the notice was provided with respect to a particular securities account, prior to the Record Date.
A shareholder whose Shares are registered with a member of the TASE, is required to prove his share ownership to vote at the Meeting. Such shareholder
shall provide the Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing fees
only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.
Alternatively, shareholders whose shares are registered with a member of the TASE may vote electronically via the electronic voting system of the Israel
Securities Authority up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your shares.
Discussion at the Meeting will be commenced if a quorum is present. A quorum is comprised of two or more shareholders who are present in person or by
proxy, or who have delivered to the Company a proxy card indicating their manner of voting, and who hold or represent shares conferring in the aggregate at least one-third (33.33%) of the voting power in the Company. If a quorum is not present
within half an hour of the time designated for the Meeting, the Meeting will be adjourned to July 20, 2023, at the same time and place. If a quorum is not present within half an hour of the time designated
for the adjourned meeting, two shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.
The wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the offices of Naschitz, Brandes, Amir &
Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel during normal business hours and by prior coordination with Mr. Shachar Hananel (tel: +972-3-6235000 or +972-3-6235009).
Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our
shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority in the aforementioned internet websites.
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By the Order of the Board of Directors,
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/s/ Ehud Ben-Yair, CFO
Dated: June 7, 2023 |
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TAT TECHNOLOGIES LTD.
P.O. Box 80, Gedera 70750 Israel
_____________________________
PROXY STATEMENT
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ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 13, 2023
This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.90 per share (the “Shares”),
of TAT Technologies Ltd. in connection with the annual and special general meeting of shareholders of the Company to be held at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel on July 13, 2023 at 17:00 P.M. Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”). Unless the context otherwise requires,
references in this Proxy Statement to “TAT,” the “Company,” “We” or “Our” refer to TAT Technologies Ltd.
The agenda of the Meeting shall be as follows:
| 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;
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| 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;
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| 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;
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| 4. |
Approval of the extension of the expiration date of 100,000 options of the Company's chief executive officer, Mr. Igal Zamir ; and
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| 5. |
Renewing and amendment the Company's Compensation Policy for an additional three (3) years.
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In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2022.
Shareholders Entitled to Participate and Vote
Only holders of record of Shares at the close of business on June 15, 2023 (the “Record
Date”) are entitled to receive notice of, and to vote at, the Meeting.
As of December 31, 2022, the Company had 9,186,019 issued Shares and 8,911,546 outstanding Shares (excluding 274,473 dormant Shares held in treasury).
Each outstanding Share is entitled to one vote on each matter to be voted on at the Meeting. The votes of all shareholders voting on a matter are counted and abstentions are not taken into account (other than for quorum purposes).
Beneficial Ownership of Securities
FIMI Opportunity V, L.P. and FIMI Israel Opportunity FIVE, Limited Partnership, or the FIMI Funds, are the beneficial holders of 58.97% of TAT’s Ordinary
shares (5,254,908 shares).
The following table sets forth certain information as of December 31, 2022, regarding the beneficial ownership by all shareholders known to us to own
beneficially 5% or more of our Ordinary shares:
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Name
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Number of
Ordinary Shares Beneficially Owned (1) |
Percentage of
Ownership (2)
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FIMI Funds (3)
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5,254,908
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58.97%
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(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Ordinary shares relating to options and warrants currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such
securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
(2) The percentages shown are based on 8,911,546 ordinary shares issued and outstanding as of December 31, 2022 (net of
274,473 dormant shares).
(3) Based on a Schedule 13D filed on August 14, 2013, and on Schedule 13D/A filed on December 12, 2016, FIMI Funds, FIMI
FIVE 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Mr. Ishay Davidi share voting and dispositive power with respect to the 5,254,908 ordinary shares held by the FIMI Funds. FIMI FIVE 2012 Ltd. is the managing general partner of the FIMI
Funds. Shira and Ishay Davidi Management Ltd. controls FIMI FIVE 2012 Ltd. Mr. Ishay Davidi controls the Shira and Ishay Davidi Management Ltd. and is the Chief Executive Officer of all the entities listed above. The principal business address of
each of the above entities and of Mr. Davidi is c/o FIMI FIVE 2012 Ltd., Electra Tower, 98 Yigal Alon St., Tel Aviv 6789141, Israel.
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Voting and Proxies
All shareholders who are unable to attend the Meeting in person may vote with respect to Items 1 through 5 by means of a proxy card and they are requested
to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided. If your Shares are held in “street name” (meaning in the name of a bank, broker or other record holder), you must either direct the
record holder of your Shares as to how to vote your Shares or obtain a legal proxy from the record holder to vote the Shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such
Shares. In order for these Shares to be counted, a duly executed proxy must be received by the Company’s Transfer Agent or by the Company, c/o Mr. Shachar Hananel, at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval
Street, Tel-Aviv, Israel (on the 1th Floor), no later than July 13, 2023 at 13:00 P.M., Israel time. Shares represented by proxy received after such time will not be counted. Any such
proxy may be revoked by such holders at any time before it is exercised by: (i) delivering written revocation or a later dated proxy to Mr. Shachar Hananel; or (ii) attending the Meeting and voting in person.
Upon the receipt of a properly executed proxy in the form enclosed herewith, the persons named as proxies therein will vote the Shares covered thereby in
accordance with the directions of the shareholder executing such proxy.
Alternatively, you may vote electronically via the electronic voting system of the Israel Securities Authority, up to six (6) hours before the time fixed
for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your Shares.
Expenses and Solicitation
Shareholders wishing to express their position on Items 1 through 5 on the agenda for this Meeting may do so by submitting a written statement (“Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel (on the 1th Floor). Any Position Statement received will be
furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at
http://www.magna.isa.gov.il or http://maya.tase.co.il.
Should changes be made to any proposal after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the
publication of a press release, a copy of which will be filed with the SEC on Form 6-K and with the Israel Securities Authority.
Position Statements should be submitted to the Company no later than July 3, 2023.
We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting,
the persons named as proxies may vote in respect thereof in accordance with their best judgment.
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These proxy and proxy card shall also serve as a voting deed (ktav hatzba’a) as such term is defined under the Companies Law.
The Company expected to solicit proxies by mail and to mail this proxy statement and the accompanying proxy card to shareholders on or about June 19, 2023. This proxy statement and the accompanying proxy
card are also available to the public through the following websites http://www.sec.gov, http://www.magna.isa.gov.il or http://maya.tase.co.il.
All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, certain of the Company’s directors, officers and
regular employees, without additional remuneration, may solicit proxies by telephone and personal interviews. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of Shares held in
their names, and the Company will reimburse them for their reasonable out-of-pocket costs.
Quorum and Voting Requirements
The quorum required consists of two or more shareholders who are present in person or proxy (or who have delivered a proxy card indicating their manner of
voting) and who together hold or represent Shares conferring in the aggregate at least one third (33.33%) of the voting power in the Company on the Record Date. If a quorum is not present within one half hour of the time designated for the Meeting,
the Meeting shall be adjourned to July 20, 2023, at the same time and place. If a quorum is not present within one half hour of the time designated for the adjourned Meeting, two shareholders who are present
in person or by proxy, or who have delivered a proxy card, shall constitute a quorum.
The approval of Items 1, 2 and 3 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.
The approval of each of Items 4 and 5, requires the affirmative vote of at least a majority of the Shares present, in person or by proxy, and voting on the matter, provided
that (i) such a majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company or who do not have personal interest do not have personal interest in the approval of the proposal set
forth in Items 4 and 5 or (ii) the total number of Shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.
In the proxy card attached to the proxy statement, you will be asked to indicate whether or not you are a controlling shareholder of the Company or
whether or not you have a personal interest in the approval of the proposal set forth in Items 4 and 5. If any shareholder casting a vote does not notify us whether or not they are a controlling shareholder of the Company or whether or not they
have a personal interest in the approval of the proposal set forth in Items 4 and 5, their vote, with respect to this Items, will be disqualified.
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Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, otherwise
than by reason of being a director or other office holder of the company. A shareholder will be deemed to have a personal interest if any member of such shareholder's immediate family or their spouse has a personal interest in the adoption of the
relevant proposal. In addition, a shareholder will be deemed to have a personal interest if a company, other than TAT Technologies, that is affiliated to such shareholder has a personal interest in the adoption of the relevant proposal. Such
company is a company in which the shareholder or a member of such shareholder's immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the
outstanding shares. However, a shareholder will not be deemed to have a personal interest in the adoption of the proposal if the shareholder's interest in such proposal arises solely from ownership of TAT Technologies' shares, or to a matter that
is not related to a relationship with a controlling shareholder.
Reporting Requirements
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), applicable to foreign private issuers. We fulfill these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The
circulation of this notice and proxy statement should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.
After Careful Consideration, Our Board Recommends That Shareholders Vote
“For” The Proposals Described In This Proxy Statement.
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ITEM 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.
Under the Companies Law and the Company’s articles of association, the shareholders of the Company are authorized to appoint the Company’s independent
certified public accountants. In addition, the approval by the Company’s Audit Committee of the re-appointment and remuneration of the independent certified public accountants is required under the corporate governance rules of The NASDAQ Stock
Market.
We first appointed Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public
accountants in 2009. Kesselman & Kesselman PwC Israel has no relationship with us or any of our affiliates except as auditors.
At the Meeting, and in accordance with the recommendation of our Audit Committee and Board of Directors, the shareholders will be asked to approve the
re-appointment of Kesselman & Kesselman PwC Israel as our independent registered public accountants effective as of the approval by the Meeting and until the Company's next Annual Meeting of Shareholders. As a result of Kesselman &
Kesselman PwC Israel’s familiarity with our operations and its reputation in the auditing field, our Audit Committee and Board of Directors believe that Kesselman & Kesselman PwC Israel has the necessary personnel, professional qualifications
and independence to act as our independent certified public accountants.
At the Meeting, the shareholders will also be asked to delegate to our Board of Directors (or, the Audit Committee, if authorized by the Board of
Directors) the authority to determine the remuneration of our independent certified public accountants according to the volume and nature of their services. With respect to fiscal year 2022, we approved payment to Kesselman & Kesselman PwC
Israel of approximately 248,524 US$ for audit services (including special approvals) and 23,262 US$ for tax-related services.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, THAT THE RE-APPOINTMENT OF KESSELMAN & KESSELMAN PWC ISRAEL, A MEMBER OF PRICEWATERHOUSECOOPERS
INTERNATIONAL LTD., AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY EFFECTIVE AS OF THE APPROVAL BY THE MEETING AND UNTIL THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS, BE AND HEREBY IS APPROVED, AND IT IS FURTHER RESOLVED,
THAT THE BOARD OF DIRECTORS (OR, THE AUDIT COMMITTEE, IF AUTHORIZED BY THE BOARD OF DIRECTORS) BE, AND HEREBY ARE, AUTHORIZED TO DETERMINE THE REMUNERATION OF SUCH AUDITORS IN ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES.”
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ITEM 2: APPROVAL OF THE RE-ELECTION OF EACH OF MR. AMOS MALKA, GILLON BECK AND MS. RONNIE MENINGER (INDEPENDENT DIRECTOR), A TO SERVE AS DIRECTORS OF THE COMPANY EACH TO HOLD
OFFICE UNTIL OUR NEXT ANNUAL MEETING OF SHAREHOLDERS.
The Company's Articles of Association provide for a Board of Directors consisting of no less than two and no more than eleven members. Our Board of
Directors is currently composed of 5 directors (prior to this Meeting), including two external director appointed in accordance with the Companies Law. Our directors, other than our external directors, are elected at each annual meeting of
shareholders. All the members of our Board of Directors (except the external directors who may be re-elected pursuant to the terms and subject to the conditions stipulated in the Companies Law) may be re-elected upon completion of their term of
office.
At the Meeting, our shareholders are being asked to re-elect Mr. Amos Malka, Mr. Gillon Beck and Ms. Ronnie Meninger (Independent Director) to serve as
directors of the Company, to hold office until our next Annual General Meeting of Shareholders.
Under the Companies Law, the Board of Directors of a public company is required to determine the minimum number of directors with “accounting and
financial expertise” who will serve on the board. Our Board of Directors determined that at least two directors must have “accounting and financial expertise” as such term is defined by regulations promulgated under the Companies Law. The audit
committee determined on July 18th 2022 that Ms. Ronnie Meninger qualifies as an “independent” director within the meaning of this term under the Companies Law.
We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules. As such, we are exempt from the NASDAQ Marketplace Rules requirement
that a majority of a company’s Board of Directors must qualify as independent directors within the meaning of the NASDAQ Marketplace Rules. We are also exempt from the NASDAQ Marketplace Rules requirement regarding the process for the nomination of
directors; instead, we follow Israeli law and practice in accordance with which directors are proposed by the Board of Directors and elected by the shareholders, unless otherwise provided in a company’s articles of association. Our articles of
association provide that the directors (except the external directors) may also be appointed by a vote of a majority of directors then in office. Our practice has been that our director nominees are presented in our proxy statement for election at
our annual meetings of shareholders.
Under the Companies Law, the affirmative vote of the holders of a majority of the voting power represented at the Meeting, in person or by proxy, entitled
to vote and voting thereon, is required to re-elect each of the nominees named above.
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Set forth below is information about each nominee, including age, position(s) held with the Company, principal occupation, business history and other
directorships held.
Mr. Amos Malka (70) was elected as Chairman of our Board of Directors in June 2016. Mr. Malka is the founder and chairman of Spire
Security Solutions Ltd., a security, intelligence and cyber security provider. From 2018 until 2022 Mr. Malka was the Chairman of the Board of Directors of Aitech Rugged Group Inc. From 2007 until 2015, Mr. Malka served as the chairman and CEO of
Logic Industries Ltd. From 2007 until 2010, he also served as chairman of Plasan Sasa LTD., an armored vehicle manufacturer. From 2005 until 2007, he served as the chairman of Albar, a leading company in the Israeli automobile sector. From 2002
until 2005, Mr. Malka served as the CEO of Elul Technologies Ltd., Israel’s largest aerospace and defense business development and consulting company.Mr. Malka also serves on the boards of directors of Imagesat International and Delek
Automotive System. Mr. Malka retired from the IDF in 2002 at the rank of Major General, after 31 years of service. He served as commander of the IDF Ground Forces Command, and later as Head of the Israeli
Defense Intelligence, a post he held until his retirement in 2002. Mr. Malka holds B.A. in History from Tel Aviv University, Israel. He also graduated from the IDF Staff & Command College and its National Defense Academy.
Mr. Gillon Beck (61) joined TAT’s Board of Directors in November 2022, Mr. Beck is a Senior Partner at FIMI Opportunity Funds, the
controlling shareholder of TAT, as well as a Director of the FIMI Opportunity Funds’ General Partners and SPV companies. In addition, Mr. Beck currently serves as Chairman of the Board of ImageSat Ltd(TASE), Emet Computing Ltd. (TASE), Hiper
Global TASE), Gal-Shvav Ltd, Bet Shemesh Engines Ltd. (TASE), Inrom Industries Ltd., Senstar Technologies Ltd. (NASDAQ) Bird Aerosystems Ltd, and is a director of Rafa Laboratories Ltd., Simplivia Ltd., Orbit Technologies Ltd (TASE) , Carmel
Forge Ltd., AITECH Ltd, Stern Engineering Ltd., Utron Ltd. ( TASE) and Unitronics (1989) (RG) Ltd (TASE). During the past five years, Mr. Beck had served as a member of the Board of Directors of the following public companies: Ham-Let Ltd., Inrom
Construction Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd. (TASE). Mr. Beck received a Bachelor of Science degree (Cum Laude) in Industrial Engineering in 1990 from the Technion – Israel Institute
of Technology, and a Master of Business Administration in Finance in 1992 from Bar-Ilan University.
Ms. Ronnie Meninger (66) joined TAT's Board of Directors as an independent director in November 2021. Ms. Meninger bring
vast experience in industrial companies, having served as CEO of Chemada fine chemicals Ltd. And Algatechnologies Ltd. Among other managerial positions in various companies. She also serves on the boards of Kafrit, Albaad and Maytronics. For the
last 6 years she acts as a business consultant for companies and startups. Mrs. Meninger holds a BSc in Life Sciences and an MBA from the Hebrew University of Jerusalem.
8
Board Diversity
We are dedicated to ensuring equality and diversity in our Company. Our Board of Directors has no specific policy on director diversity. However, the Board reviews diversity of
viewpoints, background, experience, accomplishments, education and skills when evaluating nominees. In addition, Nasdaq’s recently adopted Board Diversity Rule is a disclosure standard designed to encourage a minimum board diversity objective for
companies and provide stakeholders with consistent, comparable disclosures concerning a listed company’s current board composition. Since the Board Diversity Rule became effective in August 2022, a company that is a “foreign private issuer” (as
defined in SEC rules) like TAT will be required to initially have, or explain why it does not have, at least one director who self-identifies as female, an underrepresented minority or LGBTQ+. Our current board composition is in compliance with
these requirements. Each term used above and, in the matrix, below has the meaning given to it in Nasdaq Listing Rule 5605(f). The matrix below provides certain highlights of the composition of our Board members based on self-identification as of
October 3, 2022.
|
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
|
|||
Attached as Appendix A are the declarations according to the Companies Law of Mr. Amos Malka, Mr. Gillon
Beck and Ms. Ronnie Meninger.
Each of the director nominees has certified to the Company that he or she complies with all requirements under the Companies Law for serving as a
director.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, TO APPROVE 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 AND TO HOLD OFFICE UNTIL OUR NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS”.
9
ITEM 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
Mr. Amos Malka was selected as the Chairman of the Board of Directors in June 23, 2016. For information regarding his terms of employment see Form 6-K filed with the SEC
September 29, 2016 which is available on the SEC website at www.sec.gov.
During the year ended December 31, 2022, TAT paid Mr. Malka, pursuant to its agreement as TAT's active chairman of the Board of Directors, a monthly fee of NIS 50,000 plus VAT
and he wasn't entitled to receive any bonus.
The Companies Law requires that the terms of service and employment of the Chairman of the Board of Directors be approved by the company’s compensation committee, the board of
directors and the shareholders of the company.
Our Compensation Committee and subsequently our Board of Directors approved the extension of the expiration date of 50,000 options of the Company's Chairman of the Board of
Directors and recommended that it be adopted by the shareholders.
The shareholders are requested to approve the extension of the expiration date of 50,000 options of the Company's Chairman of the Board of Directors assigned on November 3,
2016, (the “Chairman 2016 Options”), for a period of two (2) additional years, until November 2, 2025. It will be noted that the other terms of the options will not change.
The estimated value of the proposed expiration of the Chairman 2016 Options is approximately US$ 36,404.
When discussing the proposed extension of the expiration date of Chairman 2016 Options, the compensation committee and the Board of Directors should, inter alia, take into
consideration: (a) the benefit inherent in extending the expiration date of the options will increase the motivation of the Mr. Amos Malka as an active Chairman of the Board of Directors to promote all the necessary actions for the business
activity of the company for the benefit of the company and the shareholders; (b) extending the expiration date of the active Chairman of the Board of Directors options can be seen as a way to provide additional incentives for him, to align
interests with the shareholders, and provide him more time to work on strategies that can benefit the company and the shareholders.
Our Compensation Committee and our Board of Directors recommends that you vote “FOR" this resolution.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, TO APPROVE AN EXTENSION OF THE EXPIRATION DATE OF 50,000 OPTIONS OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS, MR. AMOS MALKA FOR TWO (2) YEARS, AS DESCRIBED ABOVE.”
10
ITEM 4: APPROVAL OF THE EXTENSION OF THE EXPIRATION DATE OF 100,000 OPTIONS OF THE COMPANY'S CHIEF
EXECUTIVE OFFICER, MR. IGAL ZAMIR
Mr. Igal Zamir has served as the Company's Chief Executive Officer since April 30, 2016. For information regarding his terms of employment see Form 6-K filed with the SEC April 20, 2016 and May 24, 2017 which are available on
the SEC website at www.sec.gov.
Information Regarding Igal Zamir, CEO and President (1) compensation for the year ended December 31, 2022 (Amounts in Thousands US$):
|
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
|
(1) All amounts reported in the table are in terms of cost to TAT, as recorded in our financial statements.
(2) Cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for the year ended December
31, 2022.
(3) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent
applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurance and benefits, risk insurance (e.g., life, disability, accident), convalescence pay,
payments for social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines.
(4) Amounts reported in this column refer to variable compensation mainly bonus payments according to the company's incentive plan as recorded in our financial statements for
the year ended December 31, 2021 and were paid during 2022 in respect of performance related to fiscal year 2021 results.
(5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2022 in connection with equity-based
compensation granted to the Covered Executive.
11
The Companies Law requires that the terms of service and employment of a company’s chief executive officer be approved by the company’s compensation committee, the board of
directors and the shareholders of the company, except in the limited circumstances set forth in the Companies Law.
Our Compensation Committee and subsequently our Board of Directors approved the extension of the expiration date of 100,000 Options of the Company's Chief Executive Officer,
Mr. Igal Zamir and recommended that it be adopted by the shareholders.
The shareholders are requested to approve the extension of the expiration date of 100,000 options of the Company's CEO assigned on June 23, 2016, (the “CEO 2016 Options”), for a period of two (2) additional years, until June 22, 2025. It will be
noted that the other terms of the options will not change.
So far, the Company granted Mr. Igal Zamir 200,000 options as described below:
| a) |
On June 23, 2016 the company granted 100,000 options;
|
| b) |
On August 30, 2021 the company granted 100,000 options.
|
For additional information see Form 6-K filed with the SEC on April 20, 2016, and July 26, 2021, respectively.
The estimated value of the proposed expiration of CEO 2016 Options, is approximately US$ 58,445.
When discussing the proposed extension of the expiration date of CEO 2016 Options, the compensation committee and the Board of Directors, took into consideration: (a) Mr. Igal
Zamir has been leading the Company from April 2016 until today; (b) the Company's strategic milestones achieved during the last year thanks to Mr. Igal Zamir's leadership and contribution; (c) the benefit inherent in extending the expiration date
of the options will increase the motivation of the Company's Chief Executive Officer to promote all the necessary actions for the business activity of the company for the benefit of the company and the shareholders; (d) extending the expiration
date of the Company's Chief Executive Officer options can be seen as a way to provide additional incentives for him, to align interests with the shareholders, and provide him more time to work on strategies that can benefit the company and the
shareholders.
Our Compensation Committee and our Board of Directors recommends that you vote “FOR" this resolution.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
"RESOLVED, TO APPROVE AN EXTENSION OF THE EXPIRATION DATE OF 2016 OPTIONS OF THE CEO OF THE COMPANY, MR. IGAL ZAMIR FOR TWO (2) YEARS, AS DESCRIBED ABOVE.”
12
ITEM 5: RENEWING AND AMENDMENT OF THE COMPANY’S COMPENSATION POLICY FOR AN ADDITIONAL THREE (3) YEARS
Pursuant to the Companies Law, all public Israeli companies, such as the Company, are required to adopt a written compensation policy for their executive officers and
directors, which addresses certain items prescribed by the Companies Law. In accordance with the Companies Law, the adoption, amendment and restatement of the policy is to be recommended by the Compensation Committee and approved by the Board of
Directors and shareholders, and such policy must be reviewed and readopted within three years from the previous adoption date. In July 2023, three years will pass since the last approval of our Compensation Policy by our Compensation Committee and
subsequently our Board of Directors and shareholders. In November 2022 creation amendments were approved to our Compensation Policy without changing the terms of the Compensation Policy.
In accordance with Israeli law requirement above, our Compensation Committee reviewed, update and approve our proposed updated Compensation Policy set forth as Appendix B hereto (the “Updated Compensation Policy”), which is marked to show changes from our current Compensation Policy as approved by the shareholders in November 2022. Our Board of Directors
subsequently approved the Updated Compensation Policy and recommended that it be adopted by the shareholders.
The following are the principle changes proposed to be implemented in our Updated Compensation Policy:
|
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.
|
13
Terms not specifically defined above shall have the meaning ascribed to them in the Compensation Policy.
Our Compensation Committee and our Board of Directors recommends that you vote “FOR" this resolution.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, TO APPROVE THE UPDATED COMPENSATION POLICY FOR A TERM OF THREE (3) YEARS, AS DESCRIBED ABOVE.”
OTHER BUSINESS
The Management knows of no other business to be acted upon at the Meeting. However, if any other business properly comes before the Meeting, the persons named in the enclosed
proxy will vote upon such matters in accordance with their best judgment.
Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our
shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority.
|
By the Order of the Board of Directors,
|
|
|
/s/ Ehud Ben-Yair, CFO
Dated: June 7, 2023
|
14
APPENDIX A
DECLARATIONS
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the
Companies Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
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
|
|||||
Declarations
| 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.
|
My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees, as well as previous
experience relevant for the evaluation of my suitability to serve as a director.
| 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.
|
A - 2
| 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;
|
For the purpose of the declaration pursuant to this Section E:
"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director
appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and
other than serving as a director in a company prior to being classified as an independent director;
"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling
person.
"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the
aforesaid.
Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no
business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any
consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors),
5760-2000, directly or indirectly, due to serving as a director in the Company.
1 Please tick all relevant boxes.
2 Please tick all relevant boxes.
A - 3
I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my
appointment or tenure as Independent Director.
| ☒ |
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.
|
For the purpose of the declaration pursuant to this Section E:
The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.
For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.
| ☐ |
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
|
3 Including an External Director.
4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the
corporation holds joint control and which is treated in accordance with the equity method.
A - 4
| 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.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance
with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.
|
June 2, 2023
|
/s/ Amos Malka
|
|
|
Date
|
Signature
|
A - 5
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the
Companies Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
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
|
|||||
Declarations
| 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.
|
My qualifications were presented to the Company. For more information please see the Proxy Statement for the Annual General Meeting, which includes a updated description of my academic
degrees, as well as previous experience relevant for the evaluation of my suitability to serve as a director.
| 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.
|
A - 6
| 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.
|
A - 7
| 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.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my
compliance with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company
immediately.
|
|
Jube 1, 2023
|
/s/ Gillon Beck |
|
|
|
Date
|
Signature
|
|
1 Please tick all relevant boxes.
2 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the
corporation holds joint control and which is treated in accordance with the equity method.
A - 8
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to
the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of
the Companies Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
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
|
|||||
Declarations
| 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.
|
My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees,
as well as previous experience relevant for the evaluation of my suitability to serve as a director.
| 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.
|
A - 9
| 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.
|
A - 10
| 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;
|
For the purpose of the declaration pursuant to this Section E:
"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director
appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and
other than serving as a director in a company prior to being classified as an independent director;
"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its
controlling person.
"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of
the aforesaid.
Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no
business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any
consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors),
5760-2000, directly or indirectly, due to serving as a director in the Company.
1 Please tick all relevant boxes.
2 Please tick all relevant boxes.
A - 11
I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for
my appointment or tenure as Independent Director.
| ☒ |
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.
|
For the purpose of the declaration pursuant to this Section E:
The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.
For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.
| ☐ |
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
|
3 Including an External Director.
4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which
the corporation holds joint control and which is treated in accordance with the equity method.
A - 12
| 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.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my
compliance with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company
immediately.
|
June 4, 2023
|
/s/ Ronnie Meninger
|
|
|
Date
|
Signature
|
A - 13
APPENDIX B
PROPOSED UPDATED COMPENSATION POLICY (MARKED)
Executives & Directors Compensation Policy
| 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
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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.
|
B - 2
| 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).
|
B - 3
| 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.
|
B - 4
| 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.
|
The annual Total Compensation (or annualized, for other than a full time position) of the Company's CEO, active Chairman1 and Executive in terms of
full time position shall not exceed 15 times, 30 times and 15 times, respectively, the average annual salary and the median annual salary of the Company's employees.
| 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.
|
The Company may use such comparative information in the event a new Executive is offered a Total Compensation exceeding 25% of its predecessor in the Company.
Notwithstanding the foregoing, a non-material change in the terms of employment of an Officer who is subordinate to the Company's CEO shall not require the
approval of the Compensation Committee and Board (if applicable), if it was approved by the Company's CEO and all the following conditions are met: (1) a non-material change in the terms of employment of an Officer as stated in section
272(c) of the Law, within a limit of up to 10% per year, relative to the year before, of the Officer's terms, shall be approved by the Company's CEO and by any other organ as required by law; and (2) the terms of employment conform to this
Compensation Policy.
1 Should one be appointed.
B - 5
| 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.
|
B - 6
| 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.
|
B - 7
| 8. |
Fixed compensation
|
Base Salary:
| 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
|
|
CEO
|
NIS
|
|
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).
|
The above maximum base salary shall be examined annualy.
Any deviation from the detailed above with regard to the CEO and/or Active Chairman, shall be brought for the approval of the Compensation Committee, the Board
of Directors and the General Meeting of the Company prior to entering into a binding agreement (unless specified otherwise in the Law).
A deviation exceeding 15% of the detailed above with regard to an Executive (excluding CEO and Active Chairman) shall be brought for the approval of the
Compensation Committee and the Board of Directors prior to entering into a binding agreement.
Without derogating from the above, a maximum annual raise of up to 5% with regard to an Executive's base salary in a particular year, excluding variable
compensation, shall not be deemed a material change of his/her terms of employement, and therefore, shall require the approval of the Compensation Committee only.
B - 8
| 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
|
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.
|
|
|
Other Executives
|
Up to 7 monthly base salaries or the equivalent thereof.
|
Up to 7 monthly base salaries or the equivalent thereof.
|
The actual Variable Compensation ratios shall not exceed from the ratios in the above table (which represent the desired optimal combination of compensation as
the actual ratio may vary according to the performance of the Company in a given year.
B - 9
Benefits:
| 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
|
| 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.
|
B - 10
| 9.3. |
The Board of Directors shall have the absolute discretion to reduce or cancel any cash incentive.
|
Cash Incentives
| 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
|
|
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%
|
B - 11
The Company’s Target shall be determined in accordance with all or part of the following pre-determined targets: (1) Sales budget, in accordance with the
Company’s annual budget; (2) Gross Profit, in accordance with the Company’s budget; (3) Operating Profit, in accordance with the Company’s annual budget; (4) Net Income, in accordance with the Company’s annual budget; (5) EBITDA; and (6)
Net cash from operating activities,, in accordance with the Copany’s annual budget ("the Company Target"). If a Company Target shall apply to a Chief Executive Officer or a President of a subsidiary
of the Company, such target may be applied up to 100% with respect to the financial results of the relevant subsidiary, and the remaining bonus with respect to the financial results of the Company and its subsidiaries on a consolidated
basis.
Notwithstanding the foregoing, the Board may determine to exclude certain profits or loss items from the Company Target including, but not limited to, ceratin
expenses related to acquisition of a new company, certain expenses related to distribution of dividend, certain items of revenue or any other items per the Board’s sole discretion.
With regard to each one of the Company's measurable targets, reference points shall be determined in terms of numerical values, so that compliance with the
precise numerical target as determined in the On Target Cash Plan shall constitute compliance with 100% of the target, and also, numerical values shall be determined which will constitute the lower threshold for compliance with the target.
The actual rate of compliance with the targets shall be calculated in accordance with the said reference points.
It is clarified that failure to comply with the minimum threshold of at least 75% of a specific target shall not entitle the Executive to payment of a bonus in
respect of the said target.
In the event of compliance at a rate of 75% or more with a specific target, the annual On Target Cash Plan shall be calculated in accordance with a key (i.e.
Linear, Steps, etc.) which shall determine – in relation to the point of compliance with the target – the amount of the bonus in terms of a percentage of the Executive annual base salary, all as shall be set forth in the On Target Cash
Plan. In this respect, the Compensation Committee and the Board of Directors shall have the right to determine a higher (but not lower) entitltlement threshold.
B - 12
| 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.
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| - |
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B - 13
| - |
|
With regard to the Company's Executives, excluding its Active Chairman and the CEO, their Personal Targets for the On Target Cash Plan shall be determined
annualy by the Compensation Committee and the Board of Directors ("the Personal Target"). Such targets may include compliance with the Company's budget, operational efficiency,
inventory management, new sales, existing customers, financial management, collection, etc.
With regard to each one of the Personal measurable targets, reference points shall be determined in terms of numerical values, so that compliance with the
precise numerical target as determined in the On Target Cash Plan shall constitute compliance with 100% of the target, and also, numerical values shall be determined which will constitute the lower threshold for compliance with the target.
The actual rate of compliance with the targets shall be calculated in accordance with the said reference points.
B - 14
It is clarified that failure to comply with the minimum threshold of at least 75% of a specific target shall not entitle the Executive to payment of a bonus in
respect of the said target. In the event of compliance at a rate of 75% or more with a specific target, the annual On Target Cash Plan shall be calculated in accordance with a key (i.e. Linear, Steps, etc.) which shall determine – in
relation to the point of compliance with the target – the amount of the bonus in terms of a percentage of the Executive annual base salary, all as shall be set forth in the On Target Cash Plan.
|
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.
|
|
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.
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The breakdown of the targets in each measurable category and the relative weight of each of the measurable categories shall be tailored to each Executive
individually, no later than approval of the Company's annual consolidated audited financial reports, depending on the seniority of the Executive and the organizational division to which the Executive is assigned or that is under his
purview.
It is hereby clarified, that a maximum change of 10% of the relative weight of each of the measurable categories shall not be deemed a material change in the
terms of employement.
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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 -
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B - 15
|
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.
|
|
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.
|
|
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.
|
"Cause" means the following: termination due to: (i) an Executive's conviction of, or plea of guilty or nolo contendere to, a felony (ii) performance by an
Executive of an illegal act, dishonesty, or fraud which could cause significant economic injury to the Company; (iii) an Executive's insubordination, refusal to perform his or her duties or responsibilities for any reason other than illness
or incapacity or materially unsatisfactory performance of his or her duties for the Company; (iv) continuing willful and deliverate failure by the Executive to perform the Executive's duties in any material respect, provided that the
Executive is given notice and an opportunity to effectuate a cure as determined by the Company; or (v) an Executive's willful misconduct with regard to the Company that could have a material adverse effect on the Company.
|
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.
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B - 16
|
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.
|
Equity Based Compensation
| 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
|
| 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.
|
|
The maximum dilution as a result of grant of the equity based compensation to Executives shall not exceed 15%.
|
B - 17
| 9.11. |
The terms of Equity Based Components may include provisions regarding vesting acceleration
|
| 9.11.1. |
In case of the company's delisting from trading.
|
| 9.11.2. |
In case of change of control in the Company.
|
|
Termination or cessation of service initiated by the Company.2
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
2 In this regards it should be clarified, that termination of a Director’s term and renewal for and additional term will not be regarded as termination of service.
B - 18
| 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
|
As a guideline, the notice period for the termination of an Executive shall not exceed six months or payment in lieu of such notice. During the notice period, the
Executive shall be required to continue his services or employment with the Company, unless otherwise determined by the Board of Directors.
| 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.
|
B - 19
| 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:
|
Our directors may be entitled to remuneration composed of cash compensation which includes annual fee and meeting participartion fee, as well as equity based
compensation, as an incentive for their contribution and efforts as directors of the Company.
| 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.
|
B - 20
| 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:
|
The Company’s non-executive directors, i.e. excluding external and independent, may be entitled to receive equal annual equity based compensation, which value
shall not exceed at the time of grant 10% of the total annual cash fee detailed in section 14.1 above.
| 16. |
Active Chairman Compensation:
|
The Active Chairman may be entitled to a compensation in accordance with the criterias as detailed in Section 4, 8 and 9 above, in accordance with his/her scope of
employment and relative maximum compensation. The Active Chairman's compensation shall be determined in accordance with his scope of activity, areas of responsibilities in the Company, as well as his experience and expertise. In any event,
the total compensation of the Active Chairman shall not be less than the monthly compensation paid to a director in the Company.
| 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.
|
B - 21
| 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.
|
***
B - 22
Exhibit 2
TAT Technologies Ltd.
P.O. Box 80, Gedera 70750 Israel
P.O. Box 80, Gedera 70750 Israel
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF TAT TECHNOLOGIES LTD.
DIRECTORS OF TAT TECHNOLOGIES LTD.
The undersigned, a shareholder of TAT Technologies Ltd. (the “Company”), an Israeli corporation, hereby appoints Adv. Idan Lidor, and Adv. Shachar Hananel or either of them, attorney or attorneys of the undersigned, as the attorney and proxy of
the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual and special general meeting of shareholders of the Company to be held at the offices of
Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel, on July 13, 2023 at 17:00 P.M. Israel time, or at any adjournment(s) or postponement(s) thereof (the "Meeting"), with respect to all of the ordinary shares, par value NIS 0.90, of the Company (the “Shares”)
which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below in this Proxy.
A shareholder’s proxy card must be received by the Company no later than July 13, 2023, 13:00 P.M. Israel time; otherwise it shall not be valid at the Meeting.
This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the
Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH
THE COMPANY'S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
PLEASE NOTE THAT YOU ARE REQUIRED TO INDICATE WITH RESPECT TO ITEMS 4 AND 5, WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL
INTEREST IN THE PROPOSALS SET FORTH IN ITEMS 4 AND 5. IF YOU FAIL TO NOTIFY
US AS TO WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL INTEREST WITH RESPECT TO ITEMS 4 AND 5, YOUR VOTE WILL NOT BE COUNTED WITH RESPECT TO SUCH ITEM.
|
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
|
||
| ☐ | ☐ |
Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on June 15, 2023, the record date fixed by the Board of Directors for such purpose.
The signer hereby revokes all previous proxies given by the signer to vote at the annual and special general meeting or any adjournments thereof.
Signature _________ Date _________ 2023.
Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company's register must sign. Trustees,
Administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY
ALONG WITH PROOF OF IDENTITY AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.