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ORMAT TECHNOLOGIES, INC. — Proxy Solicitation & Information Statement 2016
Mar 30, 2016
6968_rns_2016-03-30_3f2ea8c9-492d-4b29-a982-b2ef70bb6328.pdf
Proxy Solicitation & Information Statement
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ⌧ Filed by a Party other than the Registrant o Check the appropriate box:
- o Preliminary Proxy Statement
- o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- o Definitive Proxy Statement
- ⌧ Definitive Additional Materials
- o Soliciting Material Under Rule 14a-12
Ormat Technologies, Inc.
(Name of the Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
⌧ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- 1) Title of each class of securities to which transaction applies:
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- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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4) Date Filed:
ORMAT TECHNOLOGIES, INC. 6225 Neil Road Reno, Nevada 89511
SUPPLEMENT TO 2016 PROXY STATEMENT
The following information supplements and amends the proxy statement (the "Proxy Statement") of Ormat Technologies, Inc. ("Ormat", "we", "us", "the Company" or "our Company") furnished to stockholders of Ormat in connection with the solicitation of proxies by the Board of Directors of Ormat (the "Board") for the 2016 Annual Meeting of Stockholders. This supplement to the Proxy Statement is being filed with the Securities and Exchange Commission ("SEC") on March 30, 2016.
THIS SUPPLEMENT CONTAINS IMPORTANT INFORMATION AND SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
DIRECTOR COMPENSATION
The following table sets forth the total compensation paid to each member of our Board during the year ended December 31, 2015:
| Fee Earned or Paid | Options Awards(\$) | ||
|---|---|---|---|
| Name | in Cash (\$) | (1)(2) | Total (\$) |
| Gillon Beck | 62,000 | 65,120 | 127,120 |
| Yoram Bronicki(3) | 885,317 | None | 885,317 |
| Ami Boehm | 67,500 | 65,120(4) | 132,620 |
| Dan Falk | 82,000 | 65,120(4) | 147,120 |
| Robert F. Clarke | 66,000 | 65,120(4) | 131,120 |
| David Granot | 69,500 | 65,120(4) | 134,620 |
| Robert E. Joyal | 68,500 | 65,120(4) | 133,620 |
| Yehudit Bronicki | 61,500 | None | 61,500 |
| Ravit Barniv | 5,000 | None | 5,000 |
| Stanley Stern | 5,000 | None | 5,000 |
(1) Represents the grant date fair value in accordance with accounting guidance for stock compensation. For a discussion of the assumptions used in reaching this valuation, see note 1 to the Summary Compensation Table.
(2) At fiscal year-end, each non-management director held the following aggregate number of option awards: (i) Mr. Beck held options to purchase 37,500 shares; (ii) Mr. Boehm held options to purchase 37,500 shares; (iii) Mr. Granot held options to purchase 22,500 shares; (iv) Mr. Joyal held options to purchase 22,500 shares; (v) Mr. Falk held options to purchase 30,000 shares; and (vi) Mr. Clarke held options to purchase 30,000 shares.
(3) Includes an annual salary of \$168,000, annual bonus of \$640,000 and other related benefits of \$77,317 payable in accordance with the terms of his employment agreement.
(4) The amounts reported in the Options Awards column for Messrs. Boehm, Falk, Clarke, Granot and Joyal correct the corresponding amounts reported in the Director Compensation Table on page 33 of the Company's definitive proxy statement filed with the SEC on March 25, 2016 from \$65,210 to \$65,120.