Proxy Solicitation & Information Statement • Mar 29, 2017
Proxy Solicitation & Information Statement
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The undersigned hereby appoints Yigal Jacoby, Alberto Sessa and Rael Kolevsohn, and each or any of them, proxies of the undersigned, with full power of substitution to vote all of the shares of Allot Communications Ltd., an lsraeli company (the "Company"), which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company at 22 Hanagar Street, Neve Ne'eman Industrial Zone B, Hod Hasharon, Israel, on Thursday, April 27, 2017, at 2:30 p.m. Iocal time or at any adjournment or postponement thereof, as shown on the voting side of this card.
ANNUAL MEETING OF SHAREHOLDERS OF
April 27, 2017
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, and Proxy Card are available at www.allot.com
Please detach along perforated line and mail in the envelope provided. Y
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 'XIN | ||||||||||
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| ﮯ | TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION TO PROVIDE FOR, AMONG OTHER THINGS, THE ELIMINATION OF THE DIFFERENT CLASSES OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, SO THAT THE TERM OF EACH DIRECTOR (OTHER THAN OUTSIDE DIRECTORS, WHO SHALL CONTINUE TO SERVE FOR FIXED THREE: YEAR TERMS IN ACCORDANCE |
FOR AGAINST | ABSTAIN | ದ | SUBJECT TO THE APPROVAL OF PROPOSAL 4, TO APPROVE THE EQUITY COMPENSATION PAYABLE TO NADAV ZOHAR. |
ન્બર FOR |
AGAINST AGAST |
ASSTAIN ASSTAIN |
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| WITH THE ISRAEL COMPANIES LAW, 5759-1990, AS AMENDED (THE "ISRAEL COMPANIES LAW')} SHALL BE ONE (1) YEAR EACH, COMMENCING AS OF THE 2018 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY. |
FOR | AGAINST | ABSTAJN | 6. | TO APPROVE A GRANT OF 20,000 RESTRICTED STOCK UNITS TO EACH NEW OIRECTOR UPON HIS OR HER INITIAL ELECTION TO OUR BOARD. |
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| 2. TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO YIGAL JACOBY, QUR NEWLY-APPOINTED CHAIRMAN OF THE BOARD |
FOR | AGAINST | ABSTAIN | 7. | TO REELECT ITSIK DANZIGER AS A CLASS II DIRECTOR, TO SERVE UNTIL THE 2020 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL |
FOR | AGAINST | ABSTAIN | ||
| TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO EREZ ANTEBI, OUR NEWLY-APPQINTED CRIEF EXECUTIVE OFFICER AND PRESIDENT, |
MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW. |
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| 3A. CHECK "YES" TO CONFIRM YOU ARE NOT A "CONTROLLING SHAREHOLDER" OF THE COMPANY UNDER THE ISRAELI COMPANIES LAW AND DO NOT HAVE A "PERSONAL BENEFIT OR OTHER INTEREST" In THE APPROVAL OF ITEM 3, AS DESCRIBED IN THE COMPANY'S FROXY STATEMENT UNDER ISRAELI LAW, YOU CANNOT VOLE ON ITEM 3 UNLESS YOU CHECK YES. IF YOU ARE UNABLE TO MAKE THIS CONFIRMATION, PLEASE CHECK "NO." |
FOR | NO AGAINST |
ASSICIN | છે. | TO REELECT MIRON (RONNE) KENNETH AS A CLASS II DIRECTOR, TO SERVE UNTIL THE 2020 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED. OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY'S ARTI- CLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW. |
FOR | AGAINST | ABSTAIN | ||
| 4. TO ELECT NADAV ZOHAR AS A CLASS I DIRECTOR, TO SERVE UNTIL THE 2019 ANNUAL MEETING OF SHAREHOLOERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW. |
க் | TO APPROVE THE REAPPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS ALLOT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THE BOARD, UPON RECOMMENDATION OF THE AUDIT COMMITTEE, TO FIX THE REMUNERATION OF SAID INQEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
FOR | AGAINST | ABSTAIN | |||||
| The undersigned acknowledges receipt of the Annual Meeting of Shereholders and Proxy Statement, dated March 29, 2017. | ||||||||||
| The proxy will be voted as specified, it a choice is not specified, this proxy will be voted "FOR" all proposals and in the discretion of the proxles with respect to all other may property come before the meeting and any and all adjournments thereof. |
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| lo change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that |
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| changes to the registered name(s) on the account may not be submitted via this method. |
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| Signature of Shareholder | Date: | Signature of Shareholder | Date: | |||||||
| Note: Please sign exady as your rans or arms appear on the pinting stout stop in the signing as excector, edimisisted, a lornistian, a lornistian, a lornistian, a lorney, no lull the as such, it a carparation, bease is not or call of a long be lille is such. Il signer's a partnership, please sign in patressip name by allonized person. |
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