Enzymotec Ltd. (NASDAQ:ENZY) (the “
Company”),
today announced that it will hold its 2016 Annual General Meeting
of Shareholders (the “
Meeting”) on Thursday,
August 25, 2016. The record date for shareholders entitled to vote
at the Meeting is Monday, July 18, 2016.
The Meeting is being called for the following
purposes:
(1)(a) To reelect Mr. Steve Dubin as a class
III director of the Company, to serve until the Company’s Annual
General Meeting of Shareholders in 2019 and until his successor is
duly elected and qualified;
(1)(b) To reelect Ms. Michal Silverberg as a
class III director of the Company, to serve until the Company’s
Annual General Meeting of Shareholders in 2019 and until her
successor is duly elected and qualified;
(1)(c) To reelect Mr. Joseph Tenne as a class
III director of the Company, to serve until the Company’s Annual
General Meeting of Shareholders in 2019 and until his successor is
duly elected and qualified;
(2) To reelect Mr. Dov Pekelman as a class I
director of the Company, to serve until the Company’s Annual
General Meeting of Shareholders in 2017 and until his successor is
duly elected and qualified;
(3) To approve the payment of modified cash
remuneration to the Israeli members of the Company’s Board of
Directors (currently comprised of Messrs. Joseph Tenne, Nir Belzer,
Dov Pekelman, Yossi Peled, Mani Wasserman, and Ms. Michal
Silverberg), consisting of annual cash fees, meeting/consent
participation fees and reimbursement of expenses;
(4) To approve a one-time grant of equity-based
compensation to all members of the Company’s Board of Directors,
consisting of options to purchase ordinary shares and restricted
stock units (“RSUs”);
(5) To approve payment of a bonus to the
Company’s President and Chief Executive Officer, Dr. Ariel Katz, in
respect of his performance during the year ended December 31, 2015;
and
(6) To approve the reappointment of Kesselman
& Kesselman, a member of PricewaterhouseCoopers International
Limited, as the Company’s independent, external auditors for the
year ending December 31, 2016 and until the next Annual General
Meeting of Shareholders, and to authorize the Company’s Board of
Directors (with power of delegation to its audit committee) to set
the fees to be paid to such auditors.
The Board of Directors unanimously recommends that
shareholders vote in favor of each of the above proposals, which
will be described in a proxy statement to be made available to the
Company’s shareholders.
In addition to considering the foregoing proposals,
the Company’s shareholders will have the opportunity to hear from
representatives of the Company’s management, who will be available
at the Meeting to review and discuss with shareholders the
financial statements of the Company for the year ended December 31,
2015.
The shareholders may also act upon such other
matters as may properly come before the Meeting or any adjournment
or postponement thereof.
Approval of each of the above proposals requires
the affirmative vote of the holders of a majority of the voting
power represented at the Meeting in person or by proxy and voting
on the proposal. In addition to the foregoing simple majority
requirement, under the Israeli Companies Law, the approval of the
bonus payment to the Company’s President and Chief Executive
Officer under Proposal 5 also requires that either:
- the majority voted in favor of the proposal includes a majority
of the ordinary shares held by non-controlling shareholders who do
not have a conflict of interest (referred to as a “personal
interest” under the Israeli Companies Law) in the approval of the
proposal that are voted at the meeting, excluding abstentions;
or
- the total number of ordinary shares held by non-controlling,
non-conflicted shareholders (as described in the previous
bullet-point) voted against approval of the proposal does not
exceed two percent (2%) of the aggregate voting rights in the
Company.
The presence (in person or by proxy) of any two or more
shareholders holding, in the aggregate, at least 25% of the voting
rights in the Company constitutes a quorum for purposes of the
Meeting. In the absence of the requisite quorum of shareholders at
the Meeting, the Meeting will be adjourned to the same day in the
next week, at the same time and place, unless otherwise determined
at the Meeting in accordance with the Company’s articles of
association. At such adjourned meeting the presence of at least two
shareholders in person or by proxy (regardless of the voting power
represented by their shares) will constitute a quorum.
Shareholders who are unable to attend the Meeting in person will
be requested to complete, date and sign their proxy cards and
return them promptly in the pre-addressed envelope that will be
provided, so as to be received not less than forty eight (48) hours
in advance of the Meeting, unless such deadline is waived by the
chairman of the Meeting. No postage will be required if it is
mailed in the United States to the Company’s United States transfer
agent, American Stock Transfer & Trust Company. Shareholders
who attend the Meeting in person may revoke their proxies and vote
their ordinary shares at the Meeting.
If your ordinary shares in the Company are
held in “street name” (meaning held through a bank, broker or other
nominee), you will be able to either direct the record holder of
your shares on how to vote your shares or obtain a legal proxy from
the record holder to enable you to participate in and to vote your
shares at the Meeting (or to appoint a proxy to do so).
Additional Information and Where to Find
It
In connection with the Meeting, the Company will
make available to its shareholders of record a proxy statement
describing the time and place, and other logistical information
related to the Meeting, and the proposals to be voted upon at the
Meeting, along with a proxy card enabling them to indicate their
vote on each proposal. The Company is also furnishing copies of the
proxy statement and proxy card to the Securities and Exchange
Commission, or SEC, in a Report of Foreign Private Issuer on Form
6-K, which may be obtained for free from the SEC’s website at
www.sec.gov and will be available on the Company’s website at
www.enzymotec.com.
The full text of the proposed resolutions for the
Meeting, together with the form of proxy card, may also be viewed
beginning on Sunday, July 31, 2016, at the registered office of the
Company, Sagi 2000 Industrial Area, Migdal Ha’Emeq 2310001, Israel,
from Sunday to Thursday (excluding holidays), 10:00 a.m. to 5:00
p.m. (Israel time). The Company’s telephone number at
its registered office is +972-74-717-7177.
About Enzymotec Ltd.
Enzymotec is a leading global supplier of specialty
lipid-based products and solutions. The Company develops,
manufactures and markets innovative bio-active lipid ingredients,
as well as final products, based on sophisticated processes and
technologies.
For more information, visit
www.enzymotec.com.
Company Contact
Enzymotec Ltd.
Oren Bryan
Chief Financial Officer
Phone: +972747177177
ir@enzymotec.com
Investor Relations Contact (U.S.)
The Ruth Group
Tram Bui / Lee Roth
Phone: 646-536-7035 / 7012
tbui@theruthgroup.com
lroth@theruthgroup.com
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