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Camtek Ltd. Proxy Solicitation & Information Statement 2011

Sep 27, 2011

6712_rns_2011-09-27_19246ef1-646c-429e-97fe-cb4bf9f299a1.pdf

Proxy Solicitation & Information Statement

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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 under the Securities Exchange Act of 1934

For the Month of September 2011

CAMTEK LTD.

(Translation of Registrant’s Name into English)

Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Haemek 23150 ISRAEL

(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ⌧ Form 40-F o

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 and Exchange Act of 1934.

Yes o No ⌧

SIGNATURE

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.

CAMTEK LTD. (Registrant) By: /s/ Mira Rosenzweig —————————————— Mira Rosenzweig, Chief Financial Officer

Dated: September 27, 2011

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___________________________________________

NOTICE OF 2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS

___________________________________________

TO BE HELD ON OCTOBER 24, 2011

Notice is hereby given that the 2011 Annual General Meeting of Shareholders (the “ Meeting ”) of Camtek Ltd. (the “ Company ”) will be held on Monday, October 24, 2011 at 11:00 a.m. local time, at the law offices of Shibolet & Co., at the Museum Tower, 4 Berkowitz St., Tel- Aviv, Israel, for the following purposes:

  • A) To amend the Articles of Association of the Company, as described in the annexed Proxy Statement;

  • B) Subject to the approval of item A above, to amend the letter of indemnification to be granted by the Company to each of its present and future directors and officers, as described in the annexed Proxy Statement;

  • C) To re-approve the terms of employment of, and compensation to be paid to, the Company's director and Executive Vice President, Business & Strategy, Mr. Yotam Stern, who holds a controlling interest in the Company;

  • D) To approve the grant of options to the Company’s Active Chairman of the Board, Mr. Rafi Amit, and to the Company’s director and Executive Vice President, Business & Strategy, Mr. Yotam Stern - who both hold a controlling interest in the Company – pursuant to the Company’s 2003 Share Option Plan;

  • E) To re-elect three directors to serve on the Board of Directors of the Company until the conclusion of the 2012 annual general meeting of shareholders;

  • F) To re-appoint Somekh Chaikin, a member firm of KPMG International, and Raveh Ravid, as the Company’s joint independent auditors until the conclusion of the 2012 annual general meeting of shareholders, and to authorize the Company’s Board of Directors to set the annual compensation of the independent auditors, at the Audit Committee’s recommendation, in accordance with the volume and nature of their services; and

  • G) To receive and consider the auditors' report and the audited consolidated financial statements for the year ended December 31, 2010.

Shareholders of record at the close of business on September 26, 2011, the record date for determining those shareholders eligible to vote at the Meeting, are entitled to notice of and to vote at the Meeting. All Shareholders are cordially invited to attend the Meeting in person.

Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.

Joint owners of shares should take note that, pursuant to Article 18.10(a)(3) of the Articles of Association of the Company, the joint owner whose name appears first in the Company’s share registry may vote in person or by proxy at the Meeting. If such joint owner is not present at the Meeting, the joint owner whose name appears thereafter may vote in person or by proxy at the Meeting, and so forth.

The proxy must be received by our transfer agent (no postage is required if mailed in the United States) or at our registered office in Israel prior to the beginning of the Meeting, to be validly included in the tally of ordinary shares voted at the Meeting.

By Order of the Board of Directors,

RAFI AMIT ROY PORAT Active Chairman of the Board of Directors Chief Executive Office

September 27, 2011