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.
___________________________________________
NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
___________________________________________
TO BE HELD ON NOVEMBER 3, 2016
You are cordially invited to attend, and notice is hereby given of, the 2016 Annual General Meeting of Shareholders (the "
Meeting
") of Camtek Ltd. (the "
Company
") to be held at the Company's offices at Ramat Gavriel Industrial Zone, Migdal Ha’Emek, Israel, on Thursday, November 3, 2016 at 10:00 AM (Israel time) for the following purposes:
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|
A)
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To re-elect Messrs. Rafi Amit, Yotam Stern and Eran Bendoly to serve on the Board of Directors of the Company until the conclusion of the 2017 annual general meeting of shareholders;
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B)
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To authorize the Chairman of the Board of Directors of the Company, Mr. Rafi Amit, to continue to assume the responsibilities of the Company's Chief Executive Officer;
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|
C)
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To approve amendments to the Company's Compensation Policy;
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D)
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To approve amendments to the Company's Articles of Association; and
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E)
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To re-appoint Somekh Chaikin, a member firm of KPMG International, and Raveh Ravid, as the Company’s joint independent auditors for the fiscal year ending December 31, 2016 and until the 2017 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.
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In the Meeting, you will also have an opportunity to receive and consider the auditors' report and the audited consolidated financial statements of the Company for the year ended December 31, 2015; this item will not involve a vote of the shareholders.
Only shareholders of record at the close of business day on Thursday, October 6, 2016, the record date for determining those shareholders eligible to vote at the Meeting, are entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof. 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, at your earliest convenience so that it will be received by the Company no later than 4 hours prior to the Meeting (i.e. 6:00 AM Israel time on November 3, 2016). Execution of your proxy will not deprive you of your right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it any time before it is exercised.
A shareholder, whose shares are registered with a member of the Tel-Aviv Stock Exchange Ltd. ("
TASE
"), and intends to vote his or her shares either in person or by proxy, must deliver to the Company, no later than 4 hours prior to the Meeting (i.e. 6:00 AM Israel time on November 3, 2016), an ownership certificate confirming his or her ownership of the Company's shares on the record date, which certificate must be approved by a recognized financial institution (i.e. that TASE member through which he or she hold their shares, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended). Such shareholder is entitled to receive the ownership certificate in a branch of the relevant TASE member or by mail to his or her address, if the shareholder has so requested. Such a request must be made in advance of the abovementioned deadline for submission deadline for submission of ownership certificate for a particular securities account. Alternatively, shareholders who hold shares through members of TASE may vote electronically via the electronic voting system of the Israel Securities Authority, up to 6 hours before the time fixed for the Meeting (i.e., 4:00 AM Israel time on November 3, 2016). You should request instructions about electronic voting from the TASE member through which you hold your shares.
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 Shareholders Register will be entitled to vote at the Meeting. If such joint owner does not vote, the joint owner whose name appears thereafter may vote, and so forth.
By Order of the Board of Directors,
RAFI AMIT
Active Chairman of the Board of Directors & Chief Executive Officer
September 29, 2016
__________________
PROXY STATEMENT
CAMTEK LTD.
________________
2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 3, 2016
This Proxy Statement is being furnished to the holders of ordinary shares, New Israeli Shekels ("
NIS
") 0.01 nominal (par) value per share (the "
Ordinary Shares
" or "
Shares
"), of Camtek Ltd. ("
we
", "
Camtek
" or the "
Company
") in connection with the solicitation by the Board of Directors
of the Company (the "
Board
") of proxies for use at the Company's 2016 Annual General Meeting of Shareholders, or at any
postponement or
adjournment thereof (the "
Meeting
").
The Meeting will be held on Thursday, November 3, 2016, at 10:00 AM (Israel time), at the Company's offices, Ramat Gavriel Industrial Zone, Migdal Ha’Emek, Israel.
PURPOSE OF THE ANNUAL GENERAL MEETING
It is proposed that at the Meeting, resolutions be adopted as follows: (A) to re-elect Messrs. Rafi Amit, Yotam Stern and Eran Bendoly to serve on the Board of the Company until the conclusion of the 2017 annual general meeting of shareholders; (B)
to authorize the Chairman of the Board of Directors of the Company, Mr. Rafi Amit, to continue to assume the responsibilities of the Company's Chief Executive Officer; (C) to approve amendments to the Company's Compensation Policy; (D) to approve amendments to the Company's Articles of Association; and (E) to re-appoint Somekh Chaikin, a member firm of KPMG International, and Raveh Ravid, as the Company’s joint independent auditors for the fiscal year ending December 31, 2016 and until the 2017 annual general meeting of shareholders, and to authorize the Company’s Board 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.
Additionally, at the Meeting, shareholders will have an opportunity to receive and consider the auditors' report and the audited consolidated financial statements of the Company for the year ended December 31, 2015. This item will not involve a vote of the shareholders.
RECORD DATE AND VOTING RIGHTS
Only holders of record of Ordinary Shares at the close of business on Thursday, October 6, 2016, the record date for determining those shareholders eligible to vote at the Meeting, will be entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof. At such time, each issued and outstanding Ordinary Share will be entitled to one vote upon each of the matters to be presented at the Meeting.
PROXY PROCEDURE
A form of proxy for use at the Meeting and a return envelope for the proxy are also enclosed.
If specified by a shareholder on the form of proxy, the Shares represented thereby will be voted in accordance with such specification. On all matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote “for” nor “against” the matter, although they will be counted in determining if a quorum is present. Broker non-votes are votes that brokers holding shares of record for their clients are, pursuant to applicable stock exchange or other rules, precluded from casting in respect of certain non-routine proposals because such brokers have not received specific instructions from their clients as to the manner in which such shares should be voted on those proposals and as to which the brokers have advised the Company that, accordingly, they lack voting authority.
A shareholder, whose shares are registered with a member of the TASE, may vote his or her shares either in person or by proxy delivered to the Company, no later than 4 hours prior to the Meeting (i.e., 6:00 AM Israel time on November 3, 2016), together with an ownership certificate confirming his or her share ownership as of the record date, which certificate must be approved by a recognized financial institution, i.e. that TASE member through which he or she hold their shares, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended. Such shareholder is entitled to receive the ownership certificate in a branch of the relevant TASE member or by mail to his or her address, if the shareholder so requested. Such a request must be made in advance for a particular securities account. Alternatively, shareholders who hold shares through members of TASE may vote electronically via the electronic voting system of the Israel Securities Authority up to 6 hours before the time fixed for the Meeting (i.e. no later than 4:00 AM Israel time on November 3, 2016). Shareholders should request instructions about electronic voting from the TASE member through which each shareholder holds his or her shares.
Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by: (i) filing with the Company a written notice of revocation or duly executed proxy bearing a later date; (ii) electronically voting at a later date; or (iii) voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy or electronic voting will not be revoked. Unless otherwise indicated on the form of proxy, if a proxy is properly executed and received by the Company not less than 4 hours prior to the time fixed for the Meeting, Shares represented by the proxy in the enclosed form will be voted in favor of all the matters to be presented at the Meeting, as described above.
Proxies for use at the Meeting are being solicited by the Board of the Company. Proxies will be solicited chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, email or other personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Shares.
Should changes be made to any item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be furnished to the Securities and Exchange Commission (the "
SEC
") on Form 6-K and filed with the Israel Securities Authority.
QUORUM
The presence of 2 or more shareholders, present in person, by proxy, by proxy card or by electronic voting, and holding together Ordinary Shares conferring in the aggregate at least 33
1
/
3
% of the voting rights of the Company, shall constitute a quorum at the Meeting. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall stand adjourned to November 10, 2016, at the same time and place. At such adjourned meeting, if a quorum is not present within half an hour from the time appointed for the Meeting, the Meeting will take place regardless of whether a quorum is present.
BENEFICIAL OWNERSHIP OF SECURITIES BY PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information, as of
September 15
, 2016, regarding:
(i)
persons or entities known to the Company to beneficially own more than 5% of the Company’s issued and outstanding Ordinary Shares;
(ii)
each "office holder"
1
, as such term is defined in the Israeli Companies Law, 5759-1999 (the "
Companies Law
") of the Company (the "
Office Holders
") known to the Company to beneficially own more than 1% of the Company's issued and outstanding Ordinary Shares; and
(iii)
all Office Holders of the Company as a group.
The information contained in the table below has been obtained from the Company’s records or from information furnished by the individual or entity to the Company or disclosed in public filings with the SEC.
Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the Ordinary Shares listed below have sole investment and voting power with respect to such Shares.
1
The term "Office Holder" as defined in the Companies Law includes a director, the chief executive officer, an executive vice president, a vice president, any other person fulfilling or assuming any of the foregoing positions without regard to such person's title and any manager who is directly subordinated to the chief executive officer.
The shareholders listed below do not have voting rights that are different from any of our other shareholders.
"Number of Ordinary Shares Beneficially Owned" in the table below include Shares that may be acquired by an individual or group upon the exercise of options that are either currently exercisable or will become exercisable within sixty (60) days as of
September 15
, 2016. The Shares that may be issued under these options are deemed to be outstanding for purpose of determining the percentage of ownership of such individual or group, but are not deemed to be outstanding for the purpose of determining the percentage of ownership of any other individual or group shown in the table.
|
Name of Beneficial Owner
|
|
Number of
Ordinary Shares
Beneficially
Owned
(1)
|
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Percent of
Ordinary
Shares
Beneficially
Owned
(6)
|
|
|
Priortech Ltd. ("
Priortech
")
(2)
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16,319,739
|
|
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46.17
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%
|
|
Rafi Amit
(3)
|
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97,893
|
|
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0.28
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%
|
|
Yotam Stern
(4)
|
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138,200
|
|
|
|
0.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Office Holders as a group (12 persons)
(5)
|
|
|
416,345
|
|
|
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1.18
|
%
|
|
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(1)
|
The total number of options held by the persons included in the above table that are currently exercisable or exercisable within 60 days as of September 15, 2016, is 283,345.
|
|
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(2)
|
Priortech, our controlling shareholder, is an Israeli public company traded on TASE. As of September 15, 2016, Mr. Rafi Amit, our Active Chairman of the Board and Chief Executive Officer, holds 10.25% of Priortech issued and outstanding share capital, and Mr. Yotam Stern, one of our directors, holds 9.29% of Priortech's issued and outstanding share capital. As a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit and Mr. Stern may be deemed to control Priortech.
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(3)
|
Mr. Amit
directly
owns 24,560 of our Ordinary Shares. In addition, as Mr. Amit may be deemed to control Priortech (see footnote 2), he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Amit disclaims such beneficial ownership of such Shares.
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(4)
|
Mr. Stern
directly
owns 108,200 of our Ordinary Shares. In addition, as Mr. Stern may be deemed to control Priortech (see footnote 2), he may also be deemed to beneficially own the Shares of the Company held by Priortech. Mr. Stern disclaims such beneficial ownership of such Shares.
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(5)
|
Our office holders as a group
directly
own 133,000 of our Ordinary Shares (and 283,345 options which have vested or will vest within 60 days as of September 15, 2016). Each of our office holders, other than Messrs. Amit and Stern (including their beneficial interest in Ordinary Shares owned by Priortech), beneficially owns less than 1% of our outstanding Ordinary Shares (including options held by each such person which have vested or will vest within 60 days as of September 15, 2016) and have therefore not been listed separately.
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(6)
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Based upon 35,348,176 Ordinary Shares issued and outstanding as of September 15, 2016.
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For information relating to the compensation of our five most highly compensated Office Holders with respect to the year ended December 31, 2015, please see "Item 6. Directors, Senior Management and Employees – B. Compensation – Individual Compensation of Covered Office Holders" in our Annual Report for 2015 on Form 20-F which was filed with the SEC on March 21, 2016 (the "2015 Annual Report").
ITEM A
RE-ELECTION OF DIRECTORS
Background
Under the Company's Articles of Association, the Board is to consist of not less than five (5) and not more than ten (10) directors. The Board is currently comprised of five (5) members, three (3) of whom are serving terms that expire at the conclusion of the Meeting. The other two members of the Board serve as external directors under the provisions of the Companies Law, and were elected for a fixed term of three years which expire on September 12, 2018.
Directors (other than external directors) are elected at each annual general meeting for a term of approximately one year, commencing upon their appointment by our shareholders and ending at the conclusion of the next annual general meeting of shareholders.
General
Re-election
Following the recommendation of such nominees to the Board by the Company's independent directors, in accordance with Nasdaq Marketplace Rules (the "
Nasdaq Rules
"), it is proposed that
Mr. Rafi Amit, Mr. Yotam Stern and Mr. Eran Bendoly be re-elected as directors (as Mr. Bendoly is considered an independent director under the Nasdaq Rules, he did not participate in the recommendation with respect to his nomination). If re-elected, Mr. Amit, Mr. Stern and Mr. Bendoly will each serve for a term of approximately one year, until the conclusion of the 2017 annual general meeting of the Company's shareholders.
In accordance with Israeli law, a nominee for service as a director must submit a declaration to the Company, prior to his election, specifying that he has the requisite qualifications to serve as a director, and the ability to devote the appropriate time to performing his duties as such. The Company has received a declaration from each of the nominees, confirming that he possess the requisite skills and expertise, as well as sufficient time, to perform his duties as a director of the Company. The Company is not aware of any reason why any of the three nominees, if re-elected, would be unable to serve as a director. The Company does not have any understanding or agreement with respect to the future election of any of the proposed nominees.
The following are brief biographies of each of the three nominees, based upon the records of the Company and information furnished by the nominee:
Rafi Amit
has served as our Active Chairman of the Board since August 2010 and also as our Chief Executive Officer since January 2014. Previously, Mr. Amit served as our Chief Executive Officer from January 1998 until August 2010 and as Chairman of the Board from 1987 until April 2009. Since 1981, Mr. Amit has also served as the President and director of Priortech and has been the Chairman of the Board of Priortech since 1988. From 1981 until 2004, Mr. Amit served as Priortech’s Chief Executive Officer. Mr. Amit holds a B.Sc. in Industrial Engineering and Management from Technion – Israel Institute of Technology.
Yotam Stern
has served on our Board since 1987 (and served as the Chairman of our Board from May 2009 until August 2010). From 2001 until 2012 Mr. Stern served as our Executive Vice President, Business & Strategy. From 1998 until 2001, Mr. Stern served as our Chief Financial Officer. Mr. Stern previously served as the Chief Financial Officer of Priortech, and he has served as a director of Priortech since 1985 and as its Chief Executive Officer since 2004. As of November 2012 Mr. Stern also serves as Chief Executive Officer of PCB Technologies Ltd., an affiliate of the Company which is controlled by Priortech. Mr. Stern holds a B.A. in Economics from Hebrew University of Jerusalem.
Eran Bendoly
has served on our Board since November 2000. Currently, Mr. Bendoly serves as the Chief Executive Officer of Oliben Ltd., a private business consulting firm. From 2009 to 2012, Mr. Bendoly served as the Chief Financial Officer of Expand Networks Ltd., a leading provider of WAN optimization technology. From 2006 to 2008, Mr. Bendoly served as Chief Financial Officer of Personeta Inc., a leading vendor of intelligent network service creation platforms. From 2003 to 2006, Mr. Bendoly served as Chief Executive Officer of Xenia Management Ltd., which is the managing partner of Xenia Ventures LP, a limited partnership that operates a technology incubator in Kiryat Gat, Israel. From 2000 to 2002, Mr. Bendoly served as Director of Finance for Europe, Middle East & Africa of Mindspeed Technologies, Inc., a U.S.-based fabless semiconductor manufacturer. From 1998 to 2000, Mr. Bendoly served as Chief Financial Officer of 44 Novanet Semiconductor Ltd., and from 1996 to 1998, he served as Vice President, Finance and Operations of Novacom Technologies Ltd. Mr. Bendoly holds a B.A. in International Relations from the Hebrew University of Jerusalem and an M.B.A. from the KU Leuven University of Belgium.
Mr. Bendoly is considered an independent director under the Nasdaq Rules and qualifies as a financial expert for purposes of the Sarbanes‑Oxley Act and the Nasdaq Rules.
Cash Remuneration to Mr. Bendoly
Pursuant to Israeli law, any arrangement between the Company and a director regarding such director’s terms of office and employment (as a director or in other capacities in which he is employed with the Company) must generally be consistent with the Company's Compensation Policy, and generally requires the approval of the Compensation Committee, the Board and the shareholders.
While Messrs. Rafi Amit and Yotam Stern do not receive any compensation relating to their service as our directors (for compensation received by Mr. Rafi Amit in his capacity as our Active Chairman of the Board of Directors and Chief Executive Officer, please see Item B below),
Mr. Bendoly receives, and will continue to receive, subject to the approval of his re-election as a director of the Company, cash remuneration in the same amounts as were approved in August 2015 to our external directors, when they were re-elected for their fourth term of service as such; These amounts are set in regulations promulgated under the Companies Law (the “
Remuneration Regulations
"), are based on the classification of the Company according to the amount of its capital, and include annual fee, per-meeting participation fee and reimbursement of travel expenses for participation in a meeting which is held outside of his place of residence, in the following amounts: NIS 70,422 (approximately $18,729) as annual fee, NIS 2,545 (approximately $677) as in-person participation fee, NIS 1,527 (approximately $406) for conference call participation and NIS 1,272.5 (approximately $338) for written resolutions.
As these amounts are within the range between the fixed amounts set forth in the Remuneration Regulations and the maximum amounts set forth in the Companies Regulations (Alleviation for Public Companies whose shares are Traded on the Stock Exchange Outside of Israel), 2000, they are exempt from shareholder approval, in accordance with the Israeli Companies Regulations (Relief from Related Party Transactions) – 2000.
The above-mentioned cash remuneration is in line with the Company's Executives & Directors Compensation Policy (the "
Compensation Policy
"), according to which each of the Company's non-executive (non-controlling) directors is entitled to receive cash fees which include annual and participation fees. For a discussion regarding the cash remuneration received by each of our external directors,
please see "Item 6. Directors, Senior Management and Employees – C.
Board Practices
– Remuneration of Directors" in our 2015 Annual Report.
Required Vote
The affirmative vote of the holders of the Shares representing a majority of the voting power present at the Meeting, in person, by proxy, by proxy card or by electronic voting, and voting thereon, is required for the re-election of Messrs. Rafi Amit, Yotam Stern and Eran Bendoly to serve on our Board.
The election of each of these three nominees will be voted upon separately at the Meeting.
It is proposed that at the Meeting the following resolutions be adopted:
"
RESOLVED
,
that Mr. Rafi Amit be, and he hereby is, elected to the Board for a term of approximately one year, until the conclusion of the 2017 annual general meeting of shareholders
";
"
FURTHER RESOLVED
,
that Mr. Yotam Stern be, and he hereby is, elected to the Board for a term of approximately one year, until the conclusion of the 2017 annual general meeting of shareholders
"; and
"
FURTHER RESOLVED
,
that Mr. Eran Bendoly be, and he hereby is, elected to the Board for a term of approximately one year, until the conclusion of the 2017 annual general meeting of shareholders
".
The Board recommends a vote FOR approval of the proposed resolutions.
ITEM B
AUTHORIZATION OF THE COMPANY'S ACTIVE CHAIRMAN OF THE BOARD TO
CONTINUE TO ASSUME THE RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER
OF THE COMPANY
Background
In accordance with sections 95(b) and 121(c) of the Companies Law, a public company's chairman of the board may not assume responsibilities otherwise attributed under the Companies Law to the Chief Executive Officer without first obtaining shareholder approval by a special majority (as defined below). Furthermore, shareholders may approve the assumption of said responsibilities for any period not exceeding three years.
General
Effective as of March 27, 2014, all responsibilities of Chief Executive Officer of the Company were formally delegated to Mr. Rafi Amit, in his capacity as the Company's Active Chairman of the Board. Considering the fact that the approval for such assumption will expire on March 26, 2017, we now seek shareholder approval for Mr. Amit’s continued assumption of the chief executive officer responsibilities, for a further term of three years, which shall commence on the date of the Meeting.
As the Company's Active Chairman of the Board, Mr. Amit's responsibilities are set by the Board but generally include responsibility over strategic planning, acquisitions and strategic ventures and alliances, as well as overall direction of the Asian activity of the Company.
For clarification, no amendment is proposed to be made to Mr. Amit's current terms of employment, which were last approved by our shareholders at the 2015 Annual General Meeting, and which will remain in effect – unless earlier amended by our Audit Committee (sitting as Compensation Committee), Board of Directors and shareholders – until August 2018. As a result of a voting agreement relating to a majority of Priortech’s voting equity, Mr. Amit may be deemed to control Priortech, and, since he may be deemed, together with a third party, to control the Company for purposes of the Companies Law, his terms of office and employment must be approved by the Company's shareholders not less than every three years. For further information regarding Mr. Amit's current terms of office and employment please see "Item 6. Directors, Senior Management and Employees – B.
Compensation
" in our 2015 Annual Report.
In accordance with the provisions of the Companies Law, the Company's Audit Committee (sitting as Compensation Committee) and Board (with Mr. Amit and Mr. Yotam Stern not participating) resolved, in separate resolutions, dated September 29, 2016, that subject to shareholder approval, all responsibilities attributed to the Chief Executive Officer shall continue to be delegated to Mr. Amit in his capacity as Active Chairman of the Board, for a period of three years, commencing on the date of the Meeting and expiring on November 2, 2019, without any change to Mr. Amit's current terms of employment previously approved by the Company's shareholders.
The Company's Audit Committee and Board noted Mr. Amit's tremendous understanding of the markets that Camtek serves and his wealth of experience in commercializing new technologies. Our Audit Committee and Board believe that Mr. Amit's deep knowledge of the PCB sector is crucial for Camtek in its current strategic reorganization of operations with respect to its Functional Inkjet Technology (FIT) activity and its aim to increase the addressable market through significant redesign processes.
Our Audit Committee and Board of Directors also noted the increase in Mr. Amit's scope of services for the Company, from 75% to 90%, and the corresponding decrease in the scope of his services provided to Priortech, approved in August 2015, which resulted from the fact that Mr. Amit had spent most of his time in performing duties that are connected to his role as chief executive officer of Camtek.
If the abovementioned continued delegation of responsibilities to Mr. Amit
is not approved by our shareholders, then the current delegation of responsibilities will continue to be in full force and effective until March 26, 2017, the end of the three-year period that commenced
on the date of the previous approval by our shareholders for such delegation.
Required Vote
The affirmative vote of the holders of Shares representing a majority of the voting power present at the Meeting and voting on this proposal, in person, by proxy, by proxy card or by electronic voting, is necessary for the approval of the continued assumption of Chief Executive Officer responsibilities by Mr. Amit. In addition, approval must be received by the holders representing at least a majority of the Ordinary Shares voted by shareholders who are neither controlling shareholders nor interested shareholders (i.e., shareholders who have a personal interest in the approval of the proposal), or, alternatively, the holders of Ordinary Shares who are non-controlling shareholders and non-interested shareholders and who voted against this proposal must not represent more than two percent of the outstanding Ordinary Shares.
The Companies Law requires that each shareholder voting on the proposed resolution indicate whether or not he or she is a controlling shareholder or has a personal interest in the proposed resolution. Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if that person has the power to direct the activities of the company, otherwise than by reason of being a director or other office holder of the company. A person is deemed to have a personal interest if any member of the such person’s immediate family, or the immediate family of such person’s spouse, has a personal interest in the adoption of the proposal. In addition, you are deemed to have a personal interest if a company, other than Camtek, which is affiliated with you, has a personal interest in the adoption of the proposal. An affiliated company is a company in which you or a member of your immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares, or from a matter that is not related to a relationship with a controlling shareholder.
Please note that we consider it highly unlikely that any of our shareholders (other than Priortech, Mr. Amit and Mr. Stern) is a controlling shareholder, or has a personal interest in this proposal, and, accordingly, the enclosed form of proxy includes a certification that you are not a controlling shareholder and that you do not have personal interest in this proposal. If you think that you are a controlling shareholder or that you have a personal interest, you need not certify to the contrary in the enclosed form of proxy, and you are kindly requested to contact the
Company's Chief Financial Officer, at +972-4-604-8100 or via email at
moshee@camtek.co.il
for instructions on how to vote your ordinary shares and indicate that you are a controlling shareholder or have a personal interest
.
It is proposed that at the Meeting the following resolution be adopted:
“
RESOLVED
,
that all responsibilities attributed to the Chief Executive Officer shall continue to be delegated to Mr. Amit in his capacity as Active Chairman of the Board, for a term of three years as of the date hereof".
The Board recommends a vote “FOR" approval
of the proposed resolution
.
ITEM C
AMENDMENTS TO THE COMPANY'S COMPENSATION POLICY
Background
On October 14, 2013, our shareholders, following the recommendation of the Compensation Committee and the Board, approved the adoption of the Compensation Policy of the Company, which provides a framework for the terms of office and employment of our office holders, including terms such as their base salaries, cash bonuses, equity awards, severance and other benefits, the grant of an exemption from liability, insurance, and rights to indemnification.
The Compensation Policy must be reviewed from time to time by the Compensation Committee and the Board, in order to consider its adequacy, and must be reapproved by the Compensation Committee, Board and shareholders of the Company at least every three years. Our Compensation Policy was last amended and reapproved by our Compensation Committee, Board and shareholders in August 2015.
General
In light of recent changes to the Companies Law and regulations promulgated thereunder, including in connection with terms of office and employment of office holders who are directly subordinated to the chief executive officer,
it is proposed to update the Compensation Policy to reflect certain
of these changes.
The proposed amendments to the Compensation Policy are marked in the revised version of the Compensation Policy attached to this Proxy Statement as
Exhibit A
(the "
Amended Policy
").
The main amendments implemented in the Amended Policy are as follows:
|
|
1)
|
Allowing the Company's Chief Executive Officer to approve insignificant changes in the terms of office and employment of Executives (as defined in the Amended Policy) that are directly subordinated to him, without the need for Compensation Committee approval; provided, however, that such changes are in accordance with the Compensation Policy;
|
|
|
2)
|
Increasing the cap for the portion of the targets for annual bonuses of Executives (other than our Chief Executive Officer) which may be based on non-measurable criteria, to 50%; and
|
|
|
3)
|
With respect to our Chief Executive Officer – setting the cap for the portion of the targets for his annual bonuses which may be based on non-measurable criteria, on 50%, provided however, that such portion shall not exceed 3 monthly salaries.
|
In addition, the Amended Policy includes certain amendments of a clarificatory nature as well as certain deletion of text that was relevant at the time of the Policy's initial adoption and is now removed.
The Company's Audit Committee (in its capacity as Compensation Committee) and Board (with Mr. Amit and Mr. Stern not participating) resolved, in separate resolutions, dated September 29, 2016, to approve the Amended Policy, subject to shareholder approval.
The Audit Committee and Board believe that the Amended Policy will provide the Company with more flexibility in structuring the compensation schemes of its office holders, in accordance with the Company's character, financial position, needs, prospects and strategic goals. Members of the Audit Committee and Board also noted that, despite the fact that the Companies Law currently permits 100% of the targets for annual bonuses of Executives who are directly subordinated to the CEO to be based on non-measurable criteria, Camtek's management has nevertheless recommended – and the Audit Committee and Board approved - to limit the portion of the non-measurable criteria to a maximum of 50% of such targets.
If the above-mentioned amendments to the Compensation Policy are adopted pursuant to the approval of the Company's shareholders as required under the Companies Law, then the date of such adoption shall be deemed to be the date of the adoption of the Amended Policy in its entirety, so that the Amended Policy shall be in full force and effect for a period of three years thereafter.
If the adoption of the Amended
Policy is not approved the Company's shareholders as required Companies Law, then the current Compensation Policy shall continue to be in full force and effect for the duration of the three-year period that commenced
on August 5, 2015, the date of its most recent adoption by our shareholders.
Required Vote
The affirmative vote of the holders of Shares representing a majority of the voting power present at the Meeting and voting on this proposal, in person, by proxy, by proxy card or by electronic voting, is necessary for the approval of the Amended Policy. In addition, approval must be received by the holders representing at least a majority of the Ordinary Shares voted by shareholders who are neither controlling shareholders nor interested shareholders (i.e., shareholders who have a personal interest in the approval of the proposal), or, alternatively, the holders of Ordinary Shares who are non-controlling shareholders and non-interested shareholders and who voted against this proposal must not represent more than two percent of the outstanding Ordinary Shares.
For a complete discussion regarding "control" and "personal interest", and how to indicate that you are not a controlling shareholder and that you do not have a personal interest in this proposed resolution, please see Item B above, under the caption "Required Vote".
It is proposed that at the Meeting the following resolution be adopted:
“
RESOLVED
,
that the Amended Policy, in the form attached as
Exhibit A
to the Proxy Statement for the 2016 Annual General Meeting of Shareholders, be, and it hereby is, approved for a term of three years as of the date hereof"
.
The Board recommends a vote “FOR" approval
of the proposed resolution
.
ITEM D
AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION
Background
Under the Company's existing Articles of Association (the "
Articles of Association
"), there are references to certain procedures associated with general meetings of shareholders, including with respect to the minimum number of shareholders that should participate in the general meeting in order for such meeting to take place and the permissible ways by which shareholders may participate and vote in such meetings. It is proposed to revise some of these references, as detailed below.
General
The proposed amendments to the Articles of Association are marked in the revised version of the Articles of Association attached to this Proxy Statement as
Exhibit B
(the "
Amended Articles
").
The main amendments implemented in the Amended Articles are as follows:
Notice of General Meetings:
Section 18.5(b
)(1
) of the Company's Articles of Association requires the Company to deliver to each of its shareholders who are listed in the Shareholders Register, notice of at least twenty-one (21) days of any general meeting of shareholders. It is proposed to remove this requirement, as permitted under the Companies Law and applicable regulations promulgated there under.
In addition, few language corrections are proposed in Section 18.5(b)(2) dealing with the publication of notices regarding the convene of general meetings.
Proceedings at General Meetings:
Section 18.10(b) of the Company's Articles of Association refers to the different ways in which shareholders may vote in general meetings, which include voting in person, by proxy or by proxy card. Recent amendments to the Companies Law and certain regulations promulgated there under introduced an additional option for shareholders who hold their shares through members of the Tel Aviv Stock Exchange ("
TASE
") to vote electronically via the electronic voting system of the Israel Securities Authority. Such shareholders may vote up to six hours prior to the time of the meeting, in accordance with terms and instructions received from the TASE member through which the shareholder holds his or her shares. In light of such amendment, it is proposed to add a reference to electronic voting in the applicable sections of the Company's Articles of Association. In addition, it is proposed to amend the provisions of the Company's Articles of Association by reducing the deadline by which the appointment of a proxy or the submission of a proxy card must be received from 24 hours to 4 hours prior to the time set for the meeting, in order for such votes to be counted, as currently permitted under said amendments.
Quorum:
Section 18.6.(b) of the Company's Articles of Association requires the presence, in person or by proxy, of two or more shareholders holding shares conferring in the aggregate thirty-three point three percent (33.3%) of the voting power in our Company for a quorum to be deemed present at a general meeting of our shareholders. It is proposed to reduce this quorum requirement to twenty-five percent (25%), as permitted under the Companies Law.
In addition, the Amended Articles include certain amendments of a clarificatory nature.
Required Vote
The affirmative vote of the holders of Shares representing a majority of the voting power present at the Meeting, in person, by proxy, by proxy card or by electronic voting, and voting thereon, is required for the
approval of the Amended Articles.
It is proposed that at the Meeting the following resolution be adopted:
“
RESOLVED
,
that the Amended Articles, in the form attached as
Exhibit B
to the Proxy Statement for the 2016 Annual General Meeting of Shareholders, be approved and the Company's Articles of Association be reinstated and replaced by such Amended Articles"
.
The Board recommends a vote “FOR" approval
of the proposed resolution
.
ITEM E
RE-APPOINTMENT OF INDEPENDENT AUDITORS
Background
The Companies Law and our Articles of Association provide that a certified accountant be appointed as an independent auditor of the Company at the annual general meeting of the shareholders of the Company, and that the independent auditor serve in this position until immediately following the date of the next annual general meeting, or until such later time as determined at the annual general meeting, provided that the auditor shall serve no longer than until the end of the third annual general meeting after the annual general meeting in which such auditor was appointed. An independent auditor who has completed a period of appointment as aforesaid may be reappointed. The Company may appoint several auditors to conduct the audit jointly. In the event the position of an auditor has become vacant and the Company does not have an additional auditor, the Board shall convene a special meeting of shareholders as soon as possible to appoint an auditor.
General
At the Meeting, shareholders will be asked to re-appoint Somekh Chaikin, a member firm of KPMG International,
and
Raveh Ravid, the current joint independent auditors of the Company, as joint independent auditors of the Company until immediately following the next annual general meeting of shareholders. Somekh Chaikin, a member firm of KPMG International, was first appointed as the Company’s independent auditor at the 2006 annual general meeting of shareholders. Raveh Ravid was first appointed as the Company's independent auditor at the 2010 annual general meeting of shareholders. Although the two firms will serve as joint auditors, Somekh Chaikin, a member firm of KPMG International, will be a sole auditor for all SEC filings and reporting.
The Company's Audit Committee and Board have reviewed and are satisfied with the performance of Somekh Chaikin and Raveh Ravid, and have recommended their re-appointment as the Company's independent auditor until immediately following the next annual general meeting of shareholders. Approval of that appointment is now being sought from the Company's shareholders.
According to the Company's Articles of Association, the Board is authorized to determine the basis of the auditor's compensation in accordance with the volume and nature of the services rendered by them.
The following table presents the aggregate amount of fees paid by the Company to its principal auditor, Somekh Chaikin, for its services to the Company for the fiscal year ended December 31, 2015:
|
Services Rendered
|
|
Fees
|
|
|
Audit fees
[1]
|
|
$
|
233,142
|
|
|
Tax
[2]
|
|
$
|
5,000
|
|
|
Total
|
|
$
|
238,142
|
|
Required Vote
The affirmative vote of holders of Ordinary Shares representing a majority of the Ordinary Shares present at the Meeting, in person, by proxy, by proxy card or by electronic voting, and voting on the matter, is necessary for the re-appointment of Somekh Chaikin and Raveh Ravid as joint independent auditors of the Company, and for authorizing the Board, following the Audit Committee’s recommendation, to determine the auditors’ fees for the term of their appointment.
It is proposed that at the Meeting the following resolution be adopted:
"
RESOLVED
, that:
(i) Somekh Chaikin, a member firm of KPMG International, and Raveh Ravid, be re-appointed as joint independent auditors of the Company until the conclusion of the 2017 annual general meeting of shareholders, while Somekh Chaikin will be the sole auditor for all SEC filings and reporting; and (ii) the Board of the Company shall be authorized to determine the fees for Somekh Chaikin and Raveh Ravid, at the Audit Committee’s recommendation, for the term of their appointment, according to the nature and volume of their services.
"
The Board recommends a vote FOR the approval of the proposed resolution.
|
[1]
|
Audit fees consist of fees and expenses related to the fiscal year audit and interim reviews, as well as services in connection with statutory and regulatory filings and engagements, including services that generally only the independent accountant can reasonably provide.
|
|
[2]
|
Tax fees relate to tax compliance, planning and advice.
|
ITEM E
RECEIPT AND CONSIDERATION OF THE AUDITOR’S REPORT AND
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
At the Meeting, our auditors' report and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2015 will be presented. The Company will hold a discussion with respect thereto, as required by the Companies Law. This item will not involve a vote of the shareholders.
The foregoing auditors' report and the audited consolidated financial statements, as well as our annual report on Form 20-F for the year ended December 31, 2015 (filed with the SEC on March 21, 2016), may be viewed on our website:
http://www.camtek.co.il
, through the EDGAR website of the SEC at
www.sec.gov
, through the Israeli Securities Authority's electronic filing system at:
http://www.magna.isa.gov.il
, or through the website of the TASE at:
http://maya.tase.co.il
. None of the auditors' report, audited consolidated financial statements, Form 20-F or the contents of our website form part of the proxy solicitation material.
By Order of the Board of Directors,
RAFI AMIT
Active Chairman of the Board of Directors & Chief Executive Officer
September 29, 2016