UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or
15d-16
under the Securities
Exchange Act of 1934
For the month of June
2017
Commission File Number
001-35751
STRATASYS
LTD.
(Translation of registrants name into
English)
c/o Stratasys, Inc.
|
2 Holtzman Street, Science
Park
|
7665 Commerce Way
|
P.O. Box 2496
|
Eden Prairie, Minnesota 55344
|
Rehovot, Israel 76124
|
(Addresses of principal executive
offices)
|
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
o
CONTENTS
In compliance with the
Companies Law, 5759-1999 of the State of Israel and the regulations promulgated
thereunder (the
Companies
Law
), Stratasys Ltd.
(
Stratasys
or the
Company
) hereby notifies
its shareholders that it will hold its 2017 Annual General Meeting of
Shareholders (the
Meeting
) on Tuesday, July
18, 2017 at 11:30 a.m., Israel time, at the offices of Meitar Liquornik Geva
Leshem Tal, 16 Abba Hillel Road, Ramat Gan 5250608, Israel. The record date for
the determination of the holders of Stratasys ordinary shares, nominal value
New Israeli Shekels 0.01 per share (
Ordinary Shares
),
entitled to vote at the Meeting is June 16, 2017.
At the Meeting, Stratasys
shareholders will be asked to vote on the following:
1. Re-election or election, as
appropriate, of each of Elchanan Jaglom, S. Scott Crump, Ilan Levin,
Edward J. Fierko, Victor Leventhal,
John J. McEleney, Dov Ofer, Ziva Patir, David Reis and Yair Seroussi to serve as
a director of the Company until the Companys annual general meeting of
shareholders in 2018 and until the due election and qualification of his or her
successor, or until his or her earlier resignation, replacement or removal.
2. Approval of compensation
packages in respect of directorship services for each of Messrs. Dov
Ofer and Yair Seroussi, subject to
their respective initial election as independent directors of the Company
pursuant to Proposal 1.
3. Approval of an annual
compensation package, commencing January 1, 2017, and bonus in respect of
services in 2016, for Mr. Ilan Levin, the Chief Executive Officer and a director
of the Company.
4. Approval of an annual
compensation package, commencing January 1, 2017, in respect of directorship
services, for Mr. David Reis, an executive director of the Company, subject to
his reelection pursuant to Proposal 1.
5. Approval of a grant of
options to purchase Ordinary Shares to Mr. S. Scott Crump in respect of his
directorship services to the Company, subject to his reelection pursuant to
Proposal 1.
6. Approval of the renewal of
coverage under the Companys directors and officers liability insurance policy
(the
D&O
Policy
), effective as of May 5,
2017 (the renewal date for the D&O Policy).
7. Reappointment of Kesselman
& Kesselman, a member of PricewaterhouseCoopers International
Limited, as the Companys independent auditors for
the year ending December 31, 2017 and until the Companys next annual general
meeting of shareholders, and authorization of our Board of Directors, upon
recommendation of the audit committee of the Board, to fix their remuneration.
In addition to the foregoing
proposals, at the Meeting, the audited, consolidated financial statements of
Stratasys for the annual period ended December 31, 2016 will be presented to,
and considered by, Stratasys shareholders. The shareholders will furthermore
transact such other business as may properly come before the Meeting or any
adjournment thereof.
The Board of Directors of
Stratasys unanimously recommends that Stratasys shareholders vote in favor of
all of the above proposals.
The presence in person or by
proxy of two or more shareholders possessing at least 25% of Stratasys voting
rights will constitute a quorum at the Meeting. In the absence of a quorum
within 30 minutes of the scheduled time for the Meeting, the Meeting will be
adjourned for one week and will be held on July 25, 2017 at the same time and
place. At such adjourned meeting, the presence of at least two shareholders in
person or by proxy (regardless of the voting power possessed
by their shares) will constitute a quorum.
The
vote of all Stratasys shareholders is important regardless of whether they
attend the Meeting. Accordingly, the Company asks all shareholders to
participate and vote regardless of the number of ordinary shares they
own.
Approval of each proposed
action above requires the affirmative vote of the holders of a majority of the
voting power represented at the Meeting in person or by proxy and voting on the
proposal (excluding abstentions). The approval of Proposal 3 (the approval of an
annual compensation package, and bonus for 2016, for the Companys Chief
Executive Officer and director) is also subject to satisfaction of one of the
following, additional voting requirements:
●
|
the majority voted in
favor of the proposal must include a majority of the shares held by
shareholders who are neither controlling shareholders nor have a conflict
of interest in the approval of the proposal (referred to as a personal
interest under the Companies Law) that are voted at the Meeting,
excluding abstentions; or
|
●
|
the total number of
shares held by non-controlling, non-conflicted shareholders (as described
in the previous bullet-point) voted against the proposal must not exceed
2% of the aggregate voting power in the Company.
|
Stratasys will soon provide to
its shareholders a proxy statement describing, in detail, additional logistical
information related to the Meeting, the proposals to be voted upon at the
Meeting, the procedure for voting in person or by proxy at the Meeting and
various other information related to the Meeting. The Company will also furnish
copies of the proxy statement and a related proxy card to the Securities and
Exchange Commission (the
SEC
) in a Report of
Foreign Private Issuer on Form 6-K, which may be obtained for free from the
SECs website at www.sec.gov or the Companys website at www.stratasys.com, or
by directing such request to Shane Glenn, the Companys Vice President of
Investor Relations, at sglenn@stratasys.com. The full text of the proposed
resolutions for each proposal, together with the form of proxy for the Meeting,
may also be viewed beginning on June 18, 2017, at the registered office of the
Company, 2 Holtzman Street, Science Park, Rehovot, Israel, from Sunday to
Thursday, 10:00 a.m. to 5:00 p.m. (Israel time). The telephone number at the
Companys registered office is +972-74-745-4300.
Shareholders who are unable to
attend the Meeting in person will be requested to complete, date and sign a
proxy card and return it promptly in the pre-addressed envelope that will be
provided. In order to be counted towards the tally of votes at the Meeting, a
proxy card must be received at the Companys registered office not later than
7:30 a.m., Israel time, on the Meeting date. No postage will be required if a
proxy card is mailed in the United States to our vote tabulator for the Meeting,
Broadridge (although an earlier deadline may apply for receipt of the proxy card
at Broadridge). Shareholders who attend the Meeting in person may revoke their
proxies and vote their Ordinary Shares at the Meeting.
If your Ordinary Shares in the
Company are held in street name (meaning held through a bank, broker or other
nominee), you will be able to either direct the record holder of your shares on
how to vote your shares or obtain a legal proxy from the record holder to enable
you to participate in and to vote your shares at the Meeting (or to appoint a
proxy to do so).
A press release announcing the
calling of the Meeting is annexed hereto as Exhibit 99.1.
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, thereunto duly
authorized.
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STRATASYS LTD.
|
|
Dated: June 8, 2017
|
By:
|
/s/ Lilach
Payorski
|
|
Name:
|
Lilach Payorski
|
|
Title:
|
Chief Financial Officer
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Exhibit
Index
Exhibit
No.
|
|
Description
|
99.1
|
|
Press Release issued by the Company on June 8,
2017, announcing the calling of Stratasys 2017 Annual General Meeting of
Shareholders.
|
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