Pre-Annual General Meeting Information • Sep 6, 2017
Pre-Annual General Meeting Information
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convening of meeting false
| �������� ��"� | 2 670 |
| COMPUGEN LTD | |
| Corporation no: 511779639 | 11133 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 06/09/2017 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2017-02-090573 | Time of broadcast: 13:58 13:52:11 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999
The corporation hereby gives notice of: convening of meeting
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 30/08/2017it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 19/10/2017 time: 15:00
| at address: | 26 Harokmim Street, Bldg D, Holon, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1085208Security name �������� �"� 0.01 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 11/09/2017
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve amendments to the Company�s Compensation Policy for Directors and Officers
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security holder is a controlling shareholder; whether the voting security holder has a personal interestNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | _________ |
22The item/decision and its particulars:To approve for Mr. Paul Sekhri, the new Chairman of the Board of Directors, an annual cash fee in the sum of $150,000 as of August 2, 2017 and a one-time grant of options to purchase 500,000 Ordinary Shares in accordance with the terms of grant described in Item No. 2 of the Proxy Statement
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security holder is a controlling shareholder; whether the voting security holder has a personal interestNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | _________ |
33The item/decision and its particulars:To approve acceleration of vesting for options granted to Mr. Paul Sekhri upon certain events, as described under Item No. 2 of the Proxy Statement
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security holder is a controlling shareholder; whether the voting security holder has a personal interestNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | _________ |
44The item/decision and its particulars:To approve to Mr. Martin Gerstel, in connection with his retirement from his role as our Active Chairman of the Board, a Severance Package in an amount of $255,000 (NIS 913,000) as described under Item No. 3 of the Proxy Statement
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security holder is a controlling shareholder; whether the voting security holder has a personal interestNote: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | _________ |
Attachment of report of convening meeting: 6k_isa.pdf
4. AttachedNo wording of the voting letterNo position notification_________
No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above������ �����, ��� ����� �' �� �', ����� ������ ������ ������ ���� ������ 03-7658585
6. Link to the Voting System site: Voting System
Meeting Identifier: _________
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: TASE | Date of revision of form structure: 09/08/2017 |
| Address: Pinchas Rosen 72 , Tel Aviv 69512 , Tel: 03-7658585 , 03-7658525 Fax: 03-7658555 | |
| E-mail address: [email protected] | |
| Previous names of reporting entity: | |
| Name of the Signatory: Levine Zurit Position of Signatory in the reporting corporation: Vice President Name of Employer Company: | |
| Address: Harokmim Street 26 , Holon 5885849 Telephone: 03-7658585 Facsimile: 03-7658555 E-mail: [email protected] 1 | |
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