Proxy Solicitation & Information Statement • Apr 11, 2016
Proxy Solicitation & Information Statement
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Washington, D.C. 20549
Report on Foreign Issuer
Pursuant to Rule 13a – 16 or 15d – 16 of the Securities Exchange Act of 1934
For the Month of April, 2016
__________Gilat Satellite Networks Ltd.--------- (Translation of Registrant's Name into English)
Gilat House, Yegia Kapayim Street Daniv Park, Kiryat Arye, Petah Tikva, Israel (Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F __X--- Form 40-F __----
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.
Yes __________ No ___X___
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Attached hereto and incorporated by reference herein is Registrant's proxy card issued in connection with the proxy statement to shareholders published on April 7, 2016.
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.
Gilat Satellite Networks Ltd. (Registrant)
Dated April 11, 2016 By: /s/ Ran Tal
Ran Tal VP General Counsel
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The undersigned hereby appoints Dov Baharav, Ran Tal, Yael Shofar and Daniel Neiger, 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 at the Annual General Meeting of Shareholders of the Company to be held on Monday, May 16, 2016 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):
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
May 16, 2016
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at www.gilat.com
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
| 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 AND 3 THROUGH 7. x |
|
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE FOR ABSTAIN AGAINST |
|
| (1) To increase the number of directors on our Board of Directors from eight to nine directors. |
FOR ABSTAIN AGAINST (3b)To approve the annual cash bonus plan for Mr. Yona Ovadia as the Company's Chief Executive Officer, as described in Item 3 of the Proxy Statement and in Annex A |
| (2) To elect seven members of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified. |
YES NO |
| Dov Baharav (re-elect) | DO YOU HAVE A PERSONAL INTEREST IN ITEM 3(B) ABOVE? |
| Amiram Boehm (re-elect) | ARE YOU A CONTROLLING SHAREHOLDER? |
| Ishay Davidi (re-elect) | FOR AGAINST ABSTAIN |
| Amir Ofek (re-elect) | (3c) To approve the grant of the Equity Compensation to Mr. Yona Ovadia as Chief Executive Officer of the Company as described in Item 3 of the Proxy Statement YES NO |
| Aylon (Lonny) Rafaeli (elect) | DO YOU HAVE A PERSONAL INTEREST IN ITEM 3(C) ABOVE? |
| Meir Shamir (elect) | ARE YOU A CONTROLLING SHAREHOLDER? |
| Dafna Sharir (elect) | FOR ABSTAIN AGAINST |
| (3a) To approve the terms of employment and the Base Compensation of Mr. Yona Ovadia as Chief Executive Officer of the Company as described in Item 3 of the |
(4) To approve an annual cash bonus plan for the Chairman of the Company's Board of Directors. |
| Proxy Statement YES NO |
(5a) To approve the grant of options to Aylon (Lonny) Rafaeli upon commencement of his term of service. |
| DO YOU HAVE A PERSONAL INTEREST IN ITEM 3(A) ABOVE? ARE YOU A CONTROLLING SHAREHOLDER? |
(5b) To approve the grant of options to Meir Shamir upon commencement of his term of service. |
| (5c) To approve the grant of options to Dafna Sharir upon commencement of her term of service. | |
| (6) To readopt Company`s compensation policy for the Company's directors and officers YES NO |
|
| DO YOU HAVE A PERSONAL INTEREST IN ITEM 6 ABOVE? | |
| ARE YOU A CONTROLLING SHAREHOLDER? | |
| FOR ABSTAIN AGAINST |
|
| (7) To ratify and approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2016, and for such additional period until the next annual general meeting of shareholders |
|
| 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 |
Items 3(a), 3(b), 3(c) and 6 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). |
| changes to the registered name(s) on the account may not be submitted via this method. |
For information regarding the definitions of "Personal Interest" and "Controlling Shareholder", please see the explanation in Proposal III of the Proxy Statement. |
| 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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