Current Report Filing (8-k)
November 22 2017 - 11:38AM
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):
November 22, 2017 (November 21, 2017)
On Track Innovations
Ltd.
(Exact Name of Registrant
as Specified in Its Charter)
Israel
(State or Other Jurisdiction
of Incorporation)
000-1021604
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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:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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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
o
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.
o
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Amended and Restated 2001 Stock Option Plan (the
“
Plan
”)
On November 21, 2017, On Track Innovations Ltd. (the “
Company
”)
held its 2017 Annual Meeting of Shareholders (the “
Meeting
”). At the Meeting, the Company’s shareholders
approved an amendment to the Plan so that securities may be issued under the Plan from time to time until December 31, 2021.
The Company’s officers and directors are among the persons
eligible to receive awards under Plan, in accordance with the terms and conditions thereunder. A detailed summary of the Plan is
set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Meeting filed with the Securities and Exchange
Commission on October 16, 2017 (the “
Proxy Statement
”), which summary is incorporated herein by reference. That
detailed summary of the Plan is further qualified in its entirety by reference to the full text of the Plan, as amended, a copy
of which is attached as Appendix A to the Proxy Statement and incorporated herein by reference.
Item 5.07. Submission of
Matters to a Vote of Security Holders.
As disclosed above, the Company held the Meeting on November
21, 2017. The final results of the shareholder voting at the Meeting 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 their 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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William C. Anderson III
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9,427,100
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151,122
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59,473
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18,941,744
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James Scott Medford
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9,428,725
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150,122
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58,848
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18,941,744
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Michael Soluri
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9,391,269
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179,578
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66,848
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18,941,744
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Proposal No. 2 — Approval of an amendment to the Plan.
The shareholders approved the amendment 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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8,585,431
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914,892
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137,372
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18,941,744
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2
Proposal No. 3 — Approval of
grant of options to purchase up to 30,000 Ordinary Shares of the Company under the Plan to each of Mr. Anderson, Mr. Medford and
Mr. Soluri.
The shareholders approved the grant of options 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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9,188,795
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333,953
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114,947
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18,941,744
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The ordinary shares of
shareholders who are non-controlling shareholders nor having a personal interest in said resolution who voted against this
resolution did not exceed two percent of the voting rights in the Company.
Proposal No. 4 — 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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9,193,186
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329,401
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115,108
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18,941,744
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The ordinary shares of shareholders
who are non-controlling shareholders nor having a personal interest in said resolution who voted against this resolution
did not exceed two percent of the voting rights in the Company.
Proposal No. 5 — 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 2018 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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28,091,033
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166,680
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321,726
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-
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3
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: November 22, 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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