Current Report Filing (8-k)
September 30 2019 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of report (Date
of earliest event reported): September 30, 2019 (September 27, 2019)
On Track Innovations
Ltd.
(Exact Name of Registrant
as Specified in Its Charter)
Israel
(State or Other Jurisdiction
of Incorporation)
000-49877
|
|
N/A
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel
|
|
12000
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
011 972 4 6868000
(Registrant’s
Telephone Number, Including Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Ordinary shares, par value
NIS 0.10 per share
|
|
OTIV
|
|
Nasdaq Capital Market
|
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
Emerging growth company
☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of
Matters to a Vote of Security Holders.
On September 27, 2019, On Track Innovations Ltd. (the “Company”)
held an extraordinary meeting of its shareholders (the “Meeting”). The final results of the shareholders voting at
the Meeting are set forth below. Shareholders voted on the following proposals:
Proposal No. 1 — Approval
of Amendments to the Company’s Articles of Association and Memorandum of Association to Effect a Reverse Share Split.
The reverse share split proposal was not approved as the proposal
did not receive the affirmative vote of the holders of 75% of the ordinary shares of the Company (the “Ordinary Shares”)
voting on the matter at the Meeting. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
12,580,113
|
|
12,499,299
|
|
154,729
|
|
-
|
Proposal No. 2 — Approval of Amendments to the Company’s
Articles of Association and Memorandum of Association to Increase the Company’s Authorized Share Capital.
The proposal to increase the Company’s authorized share capital
was not approved as the proposal did not receive the affirmative vote of the holders of 75% of the Ordinary Shares voting on the
matter at the Meeting. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
12,298,189
|
|
12,771,998
|
|
163,954
|
|
-
|
Proposal No. 3 — Approval of Amendments
to the Amended and Restated Compensation Policy of the Company.
The proposal to amend the Amended and Restated Compensation Policy
of the Company was not approved as the proposal did not receive the requisite majority required under the Israeli Companies Law.
The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
4,109,703
|
|
6,901,402
|
|
393,805
|
|
13,829,231
|
Proposal No. 4 — Approval of the Payment
of a Lump Sum Bonus to Mr. Assaf Cohen for His Services as the Company's Interim Chief Executive Officer.
The proposal of a lump sum payment to Mr. Assaf Cohen, for his services
as the Company's Interim Chief Executive Officer was approved by the Company’s shareholders by the requisite majority required
under the Israeli Companies Law. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
8,397,251
|
|
2,805,223
|
|
202,436
|
|
13,829,231
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
On Track Innovations Ltd.
|
|
|
|
Date: September 30, 2019
|
By:
|
/s/ Assaf Cohen
|
|
Name:
|
Assaf Cohen
|
|
Title:
|
Interim Chief Executive Officer and Chief Financial Officer
|
2
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Jul 2024 to Aug 2024
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Aug 2023 to Aug 2024