Proxy Solicitation & Information Statement • Apr 7, 2016
Proxy Solicitation & Information Statement
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C460���� ����� ����� ��"�2PublicGILAT SATELLITE NETWORKS LTD11015Corporation no: 520038936Stock Exchange/Market: NASDAQ GSM1528670Yegia Kapayim 21 , Petah Tikvah 49130 , ,Tel: 03-9252003 , Fax: 03-9252945E.mail address: [email protected] via MAGNA: 07/04/2016 Time of broadcast: 18:24 18:23:58
Reference: 2016-02-044731
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of Meeting
Explanation: 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: 17/03/2016it was decided on convening of meeting other Annual General Meeting ,that will be held on the day Monday on the date : 16/05/2016 time: 14:00
| at address: | 21 Yegia Kapayim Street, Kiryat Arye, Petach Tikva, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1082510Security name ���� ����� �"� 0.2 �"�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: 13/04/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To increase the number of directors on our Board of Directors from eight to nine directors
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
22aThe item/decision and its particulars:To re-elect Mr. Dov Baharav as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
32bThe item/decision and its particulars:To re-elect Mr. Amiram Boehm as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
42cThe item/decision and its particulars:To re-elect Mr. Ishay Davidi as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
52dThe item/decision and its particulars:To re-elect Mr. Amir Ofek as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
62eThe item/decision and its particulars:To elect Mr. Aylon (Lonny) Rafael as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
72fThe item/decision and its particulars:To elect Mr. Meir Shamir as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
82gThe item/decision and its particulars:To elect Ms. Dafna Sharir as a member of the Board of Directors until our next annual general meeting of shareholders and until his successors have been duly elected and qualified
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
93aThe item/decision and its particulars: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 Proxy Statement
Does this require disclosure of any ties or other features of the voting security holder? YesDO YOU HAVE A PERSONAL INTEREST IN THIS ITEM ABOVE AND/OR ARE YOU A CONTROLLING SHAREHOLDER?Note: 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 | special majority under the Israeli Companies Law 1999 |
103bThe item/decision and its particulars:To approve the annual cash bonus plan for the Company�s Chief Executive Officer for 2016, as described in Item 3 of the Proxy Statement and in Annex A
Does this require disclosure of any ties or other features of the voting security holder? YesDO YOU HAVE A PERSONAL INTEREST IN THIS ITEM ABOVE AND/OR ARE YOU A CONTROLLING SHAREHOLDER?Note: 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 | special majority under the Israeli Companies Law 1999 |
113cThe item/decision and its particulars: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
Does this require disclosure of any ties or other features of the voting security holder? YesDO YOU HAVE A PERSONAL INTEREST IN THIS ITEM ABOVE AND/OR ARE YOU A CONTROLLING SHAREHOLDER?Note: 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 | special majority under the Israeli Companies Law 1999 |
124The item/decision and its particulars:To approve an annual cash bonus plan for the Chairman of the Company�s Board of Directors for 2016
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
135aThe item/decision and its particulars:Subject to his election under Item 2, to approve the grant of options to Aylon (Lonny) Rafaeli upon commencement of his term of service
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
145bThe item/decision and its particulars:Subject to his election under Item 2, to approve the grant of options to Meir Shamir upon commencement of his term of service
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
155cThe item/decision and its particulars:Subject to her election under Item 2, to approve the grant of options to Dafna Sharir upon commencement of his term of service
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
166The item/decision and its particulars:To readopt Company`s compensation policy for the Company�s directors and officers
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a personal interest in this item above and/or are you a controlling shareholder?Note: 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 | special majority under the Israeli Companies Law 1999 |
177The item/decision and its particulars: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, 20165, and for such additional period until the next annual general meeting of shareholders
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: 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 simple majority | _________ |
Attachment of report of convening meeting: _________
4. AttachedNo wording of the voting letterNo position notification_________
Yes declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside directorDirectors_declerations_isa.pdf
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 above21 Yegia Kapayim Street, Kiryat Arye, Petach Tikva, Israel
6. Link to the Voting System site: Voting System
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: |
| Date of revision of form structure: 03/04/2016 |
| - - - |
| Name of the Signatory: : Tal Ran , Position of Signatory in the reporting corporation: Vice President & General Counsel , Name of Employer Company: . |
| Yegia Kapayim 21 Petah Tikva 49130 Telephone: 03-9252908 , Facsimile: 03-9252945 , E-mail: [email protected] 1 |
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