Current Report Filing (8-k)
December 21 2016 - 6:22AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
December 21, 2016 (December 15, 2016)
On
Track Innovations Ltd.
(Exact
Name of Registrant as Specified in Its Charter)
Israel
(State
or Other Jurisdiction of Incorporation)
000-49877
|
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N/A
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Z.H.R.
Industrial Zone, P.O. Box 32, Rosh-Pina, Israel
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12000
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(Address
of Principal Executive Offices)
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(Zip
Code)
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011
972 4 6868000
(Registrant’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.01.
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Notice
of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As
described in Item 5.07 below, Mark Stolper (in addition to Dilip Singh) was not re-elected as a director of On Track Innovations
Ltd. (the “
Company
”) at the Company’s 2016 Annual General Meeting of Shareholders (the “
2016
Annual Meeting
”). As a result of the fact that Mr. Stolper, who was a member of the Audit Committee, was not re-elected
as a director, the Company is currently not in compliance with Listing Rule 5605(c)(2)(A) of the NASDAQ Stock Market LLC (“NASDAQ”),
which requires that the Company’s Audit Committee be comprised of at least three independent board members.
Consistent
with NASDAQ Listing Rule 5605(c)(4)(B), the Company has a cure period in order to regain compliance with Listing Rule 5605(c)(2)(A)
until the earlier of the Company’s next Annual General Meeting of Shareholders or December 15, 2017. The Company intends
to appoint a new independent director to the Audit Committee to fill the vacancy created by Mr. Stolper not being re-elected as
a director, and the Company expects to comply with NASDAQ’s Audit Committee composition requirements within the specified
cure period. The Company notified NASDAQ of its noncompliance with the listing rule described above on December 16, 2016, which
notification also specified the Company’s reliance on the cure period specified in NASDAQ Listing Rule 5605(c)(4)(B).
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Adoption
of Amended and Restated Compensation Policy for Office Holders
On
December 15, 2016, the Company held its 2016 Annual Meeting. At the 2016 Annual Meeting, the Company’s shareholders
approved the Company's Amended and Restated Executive Officers Compensation Policy (the “
Amended Plan
”).
The
Company’s officers and directors are among the persons eligible to receive compensation awards under the Amended Plan
in accordance with the terms and conditions thereunder. A detailed summary of the Amended Plan is set forth in the Company’s
Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting filed with the Securities and Exchange Commission on October
26, 2016 (the “
Proxy Statement
”) under the caption “Proposal No. 2 – Adoption of the Amended and
Restated Compensation Policy for Company’s Officer Holders,” which summary is incorporated herein by reference.
That
detailed summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan a copy
of which is attached as Exhibit A2 to the Proxy Statement and incorporated herein by reference.
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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As
disclosed above, the Company held its 2016 Annual Meeting on December 15, 2016. The final voting results are set forth below.
Shareholders voted on the following proposals:
Proposal
No. 1 — Election of Directors.
The
votes cast with respect to the following directors of the Company to hold office until the next general meeting of shareholders
following three years from the election were as follows:
Director Name
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For
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Against
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Abstain
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Broker
Non-Votes
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Dilip Singh
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3,486,411
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6,262,133
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21,274
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20,600,864
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Mark Stolper
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3,489,536
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6,260,358
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19,824
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20,600,864
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Shlomi Cohen
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8,595,578
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636,396
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537,744
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20,600,864
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Proposal
No. 2 — Adoption of the Amended and Restated Compensation Policy for Company’s Officer Holders.
The
shareholders approved the Amended Plan as described in the Proxy Statement. The votes were as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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7,689,193
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1,977,070
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103,455
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20,600,864
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Included
in such majority is a majority of the Ordinary Shares of shareholders who are non-controlling shareholders nor having a personal
interest in the said resolution.
Proposal
No. 3 — Advisory Vote on the Compensation of the Company’s Named Executive Officers.
The
shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers listed
in the Summary Compensation Table appearing in the Proxy Statement pursuant to Item 402 of Regulation S-K. The votes were as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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8,561,269
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1,131,929
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76,520
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20,600,864
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Included
in such majority is a majority of the Ordinary Shares of shareholders who are non-controlling shareholders nor having a personal
interest in the said resolution.
Proposal
No. 4 — Appointment of Auditors.
The
shareholders approved the appointment of Somekh Chaikin, a member of KPMG International, as the Company's independent
registered public accounting firm until the 2017 annual meeting of shareholders, and the authorization of the Board, upon the
recommendation of the Company's Audit Committee, to determine their remuneration in accordance with the volume and nature of their
services. The votes were as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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29,295,277
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976,120
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99,185
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-
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SIGNATURES
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 hereunto duly authorized.
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On
Track Innovations Ltd.
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Date:
December 21, 2016
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By:
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/s/ Shlomi
Cohen
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Name:
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Shlomi
Cohen
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Title:
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Chief
Executive Officer
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