Proxy Solicitation & Information Statement • Jul 27, 2022
Proxy Solicitation & Information Statement
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The undersigned hereby appoints Isaac Angel, Gil Benyamini and Avivit Swissa, or any of them, attorneys or attorney-in-fact, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, nominal value NIS 0.20 per share, of Gilat Satellite Networks Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present, held of record in the name of the undersigned at the close of business on August 2, 2022, at the Annual General Meeting of Shareholders of the Company to be held on September 1, 2022 at 2 p.m. (Israel time) at the offices of the Company, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel, and at any adjournment or adjournments thereof (the "Meeting"), hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the notice of and proxy statement for such Annual General Meeting (receipt of which is hereby acknowledged).
In light of the recent outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at the same or a later date. In such event, the Company will issue a press release and furnish a Form 6-K or other document with the SEC prior to the date of the General Meeting outlining the manner in which shareholders may attend the virtual meeting.
(Continued and to be signed on the reverse side)
September 1, 2022
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR IN ITEM 2 AND "FOR" THE APPROVAL OF THE PROPOSALS UNDER ITEMS 1, 3 AND 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
Items (4)A and B require an indication of "Personal Interest" in the resolution and whether the undersigned is a "Controlling Shareholder" (as such terms are defined under the Israeli Companies Law, 5759-1999 (the "ICL")).
For information regarding the definitions of "Personal Interest" and "Controlling Shareholder", please see the explanation in the Notice of Annual General Meeting of Shareholders and in Item IV of the Proxy Statement.
(1) To set the number of directors serving on the Company's Board of Directors at seven.
☐ FOR ☐ AGAINST ☐ ABSTAIN
(2) To re-elect four members of the Board of Directors and elect a new member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified
| a. | Isaac Angel (re-elect) | FOR ☐ |
☐ | AGAINST ABSTAIN ☐ |
|---|---|---|---|---|
| b. | Amiram Boehm (re-elect) | ☐ | ☐ | ☐ |
| c. | Aylon (Lonny) Rafaeli (re-elect) | ☐ | ☐ | ☐ |
| d. | Ronit Zalman Malach. (elect) | ☐ | ☐ | ☐ |
| e. | Dafna Sharir (re-elect) | ☐ | ☐ | ☐ |
(3) Subject to her election pursuant to Item 2, to approve a grant of options to Ms. Zalman Malach.
☐ FOR ☐ AGAINST ☐ ABSTAIN
(4) A. To amend the Company's compensation policy for executive officers as set forth in Annex A1 attached to the Proxy Statement.
☐ FOR ☐ AGAINST ☐ ABSTAIN
By marking the "NO" box below, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal (4) A. If you cannot make such confirmation, please check the "YES" box.
☐ NO ☐ YES
B. To amend the Company's compensation policy for directors as set forth in Annex A2 attached to the Proxy Statement.
☐ FOR ☐ AGAINST ☐ ABSTAIN
By marking the "NO" box below, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal (4) B. If you cannot make such confirmation, please check the "YES" box.
| ☐ NO | ☐ YES | ||
|---|---|---|---|
| (5) To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the | |||
| fiscal year ending December 31, 2022, and for such additional period until the next annual general meeting of shareholders |
☐ FOR ☐ AGAINST ☐ ABSTAIN
To 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 changes to the registered name(s) on the account may not be submitted via this method. [ ]
Signature of Shareholder ________________Date __________Signature of Shareholder________________ Date __________
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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