Report of Foreign Issuer (6-k)
November 18 2015 - 10:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Month of November, 2015
Commission File Number 001-33085
RR Media Ltd.
(Translation of registrant’s name into English)
RR Media Building
Hanegev Street
POB 1056
Airport City 70100
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_
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RR MEDIA Ltd.
Exhibit
Exhibit 99.1. Notice of Annual General Meeting of Shareholders December 23rd, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Title:
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General Counsel and Company Secretary
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Date: November 18, 2015
Exhibit Index
Exhibit 99.1 Notice of Annual General Meeting of Shareholders December 23rd, 2015
4
Exhibit 99.1
RR Media Ltd.
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Notice of Annual General Meeting of Shareholders
December 23, 2015
To the Shareholders of RR Media Ltd.:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of RR Media Ltd. will be held on December 23, 2015 at 4:00 p.m. (Israel time), at RR’s executive offices at RR Building, Negev Street, Airport City 7019900, Israel (the telephone number at that address is +972-3-928-0808).
The following matters are on the agenda for the meeting:
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(1)
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to reelect each of Dr. Shlomo Shamir, Harel Beit-On, Yigal Berman, Alexander Milner, Ron Oren, Tim Richards, David Rivel, Yaron Sheinman and Ayal Shiran to our board of directors;
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(2)
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to reelect David Assia and Vered Levy-Ron as outside directors for a period of three years;
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(3)
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to approve the compensation terms of the outside directors who are appointed to the company’s board of directors; and
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(4)
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to approve and ratify the appointment and compensation of Somekh Chaikin, a member of KPMG International, as our independent public accountants for the year ending December 31, 2015 – and until the annual general meeting of shareholders to be held in 2016, and to authorize the Company’s board of directors, upon recommendation of the audit committee of the Company, to determine the compensation of the auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s independent auditors’ remuneration for the past year; when this proposal is raised, you will also be invited to discuss our 2014 consolidated financial statements.
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You are entitled to vote at the meeting if you are a shareholder of record at the close of business on November 23, 2015. You are also entitled to vote at the meeting if you hold Ordinary Shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on November 23, 2015, or which appears in the participant listing of a securities depository on that date.
You can vote your Ordinary Shares by attending the meeting or by completing and signing a proxy card. Proxy cards will be distributed to shareholders after the record date together with a proxy statement which will include the full version of the proposed resolutions.
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve proposals Nos. 1, 2, 3 and 4. In addition, in order to approve proposal No. 2, the affirmative vote of the ordinary shares must either include a majority of the Ordinary Shares voted by shareholders who are not controlling shareholders or do not have a personal interest in the election of the outside directors (excluding a personal interest that is not related to a relationship with the controlling shareholders), not taking into consideration abstentions, or the total shares of non-controlling shareholders and non-interested shareholders voted against this proposal must not represent more than two percent of our outstanding Ordinary Shares.
This notice is being sent only to shareholders of record, in accordance with the requirements of the Companies Regulations (Notice of Meeting of Shareholders and Meeting of Class of Shareholders of a Public Company), 5760-2000. We will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders after the record date for the meeting. Shareholders may also review the proxy statement on our company’s website at www.rrmedia.com or at our principal executive offices stated above, upon prior notice and during regular working hours (telephone number: +972-3-928-0808) until the date of the meeting.
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By Order of the Board of Directors,
DR. SHLOMO SHAMIR
Chairman of the Board of Directors
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Dated: November 18, 2015
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