Current Report Filing (8-k)
May 30 2017 - 6:07AM
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):
May 30, 2017 (May 24, 2017)
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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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 Arrangement
of Certain Officers.
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On May 25, 2017, the
term of office of William C. Anderson III as an external director On Track Innovations Ltd., or the Company, expired pursuant to
the provisions of the Israeli Companies Law, 5759-1999 that provide a three-year term for external directors (which may be extended
by additional periods of three-years each).
In connection with such
expiration and the adoption by the Company of the exemption provided in section 5D of the Israeli Companies Regulations (Relief
for Public Companies with Shares Listed for Trading on a Stock Market Outside of Israel), 5760-2000, that allows the Company
to follow Nasdaq Stock Market Rules with respect to appointment of independent directors and composition of audit and compensation
committees (and exempts the Company from the need to elect external directors and other requirements with respect to audit and
compensation committees as more fully specified in the Company’s Annual Report on Form 10-K filed with the Securities and
the Exchange Commission on March 28, 2017), the Board of Directors of the Company appointed William C. Anderson III as a director,
effective May 26, 2017, to serve until the next general meeting of shareholders of the Company at which directors are being elected.
Mr. Anderson will maintain
his position as a chairman of the compensation committee and as a member of the audit committee.
As a director of the
Company, Mr. Anderson will be entitled to the same cash compensation payable to him in his capacity as an external director (like
all other non-executive directors of the Company).
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: May 30, 2017
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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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3
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