TEL AVIV, Israel, July 12, 2016 /PRNewswire/ --
RADCOM Ltd. (NASDAQ: RDCM) (the "Company"), today
announced that it has scheduled an annual general meeting of
shareholders ("Meeting"), to take place on Tuesday, August 16, 2016, at 4:00 p.m. (Israel time), at the offices of the Company,
which are located at 24 Raoul Wallenberg Street, Tel Aviv, Israel. The record date for the
meeting is on July 12, 2016.
Proxy statements describing the proposals on the agenda and
proxy cards for use by shareholders that cannot attend the Meeting
in person will be sent by mail, on or about July 15, 2016, to the Company's shareholders of
record and to shareholders that hold shares registered with the
American Stock Transfer & Trust Company.
Proxy cards for use by shareholders that cannot attend the
Meeting in person, must be properly executed and received by
Company, not less than 48 hours prior to the time fixed for the
Meeting.
The Company will also furnish the proxy statement to the
Securities and Exchange Commission on Form 6-K.
The agenda of the Meeting is as follows:
- To re-elect the following members of the Board of Directors:
Mr. Zohar Zisapel, Mr. Matty Karp
and Ms. Rachel (Heli) Bennun;
- To re-elect Mr. Uri Har and Ms.
Irit Hillel as our external directors for a fourth three-year
term;
- To approve an amendment to our Amended and Restated Articles of
Association;
- To approve the compensation to be paid to our directors;
- To approve amendments to our Compensation Policy;
- To approve the compensation to be paid to Yaron Ravkaie, our
Chief Executive Officer;
- To approve the bonus to be paid to the Active Chairwoman of our
Board of Directors;
- To re-appoint Kost Forer Gabbay
& Kasierer, a Member of Ernst & Young Global, as our
independent auditors until the next annual general meeting of
shareholders, and to authorize the Audit Committee of our Board of
Directors to fix their remuneration;
- To discuss the auditors' report and our consolidated financial
statements for the year ended December 31,
2015; and
- To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders may present proposals for consideration at the
Meeting by submitting their proposals to the Company no later than
July 19, 2016. If the Company will
determine that a shareholder proposal has been duly and timely
received and is appropriate, it will publish a revised agenda in
the manner set forth in the proxy statement.
Quorum
Two or more shareholders of the Company holding shares
conferring in the aggregate at least one-third (1/3) of the voting
power of the Company, present in person or by proxy and entitled to
vote, will constitute a quorum at the meeting.
In the event the above quorum will not be present in person
or by proxy, the Meeting will be postponed to August 23, 2016.
Voting Requirements
Items 1, 3 and 8 require the affirmative vote of a majority of
the ordinary shares present, in person or by proxy, and voting on
the matter.
Items 2 and 4-7 requires the affirmative vote of a majority of
the ordinary shares present, in person or by proxy, and voting on
the matter, provided that either (i) at least a majority of the
ordinary shares voted on the matter by shareholders who are not
controlling shareholders or who do not have a personal interest in
the matter are voted in favor or (ii) the total number of ordinary
shares voted against such matter by shareholders who do not have a
personal interest in the matter or who are not controlling
shareholders, does not exceed two percent of our outstanding
ordinary shares.
Position Statements
Any shareholder of the Company may submit to the Company a
position statement on its behalf, expressing its position on an
agenda item for the Meeting, to our General Counsel at the
following address: Radcom Ltd., 24 Raoul Wallenberg Street,
Tel Aviv 69710, Israel, Attention: General Counsel, or by
facsimile to +9723-6474681, no later than August 7, 2016.
About RADCOM
RADCOM (NASDAQ: RDCM) is a first-mover and leading provider of
NFV-ready service assurance and customer experience management
solutions for Communications Service Providers (CSPs). RADCOM's
software - MaveriQ - continuously monitors network performance and
quality of services, to optimize user experience for CSPs'
subscribers. RADCOM specializes in solutions for next-generation
mobile and fixed networks, including LTE, VoLTE, IMS and others.
MaveriQ enables CSPs to smoothly migrate their networks to NFV by
assuring physical, NFV-based and hybrid networks. For more
information, please visit http://www.radcom.com.
Contact:
Ran Vered
Chief Financial Officer
+972-77-774-5060
ranv@radcom.com
SOURCE RADCOM Ltd