Current Report Filing (8-k)
May 17 2019 - 7:37AM
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 17, 2019 (May 14, 2019)
On
Track Innovations Ltd.
(Exact
Name of Registrant as Specified in Its Charter)
Israel
(State
or Other Jurisdiction of Incorporation)
000-49877
|
|
N/A
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
Z.H.R.
Industrial Zone, P.O. Box 32, Rosh-Pina, Israel
|
|
12000
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Ordinary shares, par value NIS 0.10 per share
|
|
OTIV
|
|
Nasdaq Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 4.01.
Changes
in Registrant’s Certifying Accountant.
As
On Track Innovations Ltd. (the “
Company
”)
disclosed on its Current Report
on Form 8-K filed with the
Securities and Exchange Commission
on April
8, 2019,
the Company decided on April 3, 2019, not to re-appoint Somekh Chaikin, a member of KPMG International (“
Somekh
Chaikin
”) as the Company’s independent registered public accounting firm. The dismissal of Somekh Chaikin was
approved by the Audit Committee (the “
Audit Committee
”) of the board of directors of the Company (the “
Board
”),
without conducting a hearing to Somekh Chaikin, who waived this right granted to them under the Israeli Companies Law of 1999
(the “
Companies Law
”). On April 3, 2019 and April 4, 2019, the Audit Committee and the Board, respectively,
recommended to appoint Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers
International Limited (“
PwC
”), subject to the approval of the Company’s shareholders, as the Company’s
independent registered public accounting firm for the year ending December 31, 2019.
Under
the Companies Law, the Audit Committee’s and the Board’s recommendation regarding the appointment of the Company’s
independent registered accounting firm is subject to shareholder approval and therefore was presented to the shareholders for
a vote at the Company’s 2019 annual meeting of shareholders, which was held on May 14, 2019 (the “
Meeting
”).
As detailed below, under Item 5.07-
Submission of Matters to a Vote of Security Holders - Proposal No. 4 — Appointment
of Auditors,
the shareholders approved the appointment of PwC, as the Company’s independent registered public accounting
firm until the 2020 annual meeting of shareholders, and the authorization of the Board, upon the recommendation of the Audit Committee,
to determine their remuneration in accordance with the volume and nature of their services.
During
the fiscal years ended December 31, 2018 and December 31, 2017 and the subsequent interim period through April 3, 2019,
the Company has not consulted with PwC regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report was provided to the Company nor was oral advice provided that PwC concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable
event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item
5.07. Submission of Matters to a Vote of Security Holders.
As
mentioned above, on May 14, 2019, the Company held the Meeting. The final results of the shareholder voting at the Meeting
are set forth below. Shareholders voted on the following proposals:
Proposal
No. 1 — 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 Company’s Definitive Proxy Statement on Schedule 14A for the Meeting
filed with the Securities and Exchange Commission on April 8, 2019 (the “
Proxy Statement
”) pursuant to Item
402 of Regulation S-K. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,322,694
|
|
824,391
|
|
745,165
|
|
23,335,315
|
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. 2 — Election of a Director.
The
shareholders approved the election of Donna Seidenberg Marks as a Director on the Board starting on the date of the Meeting until
the Company's next general meeting following three years from her election. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
3,642,619
|
|
505,166
|
|
744,465
|
|
23,335,315
|
Proposal
No. 3 — Approval of grant of options to purchase up to 30,000 Ordinary Shares of the Company under the Plan to Ms. Seidenberg
Marks.
The
shareholders approved the grant of options as described in the Proxy Statement. The votes were as follows:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
3,454,734
|
|
682,456
|
|
755,060
|
|
23,335,315
|
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 — Appointment of Auditors.
The
shareholders approved the appointment of PwC, as the Company’s independent registered public accounting firm until
the 2020 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
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
27,308,759
|
|
151,819
|
|
766,987
|
|
-
|
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.
|
On
Track Innovations Ltd.
|
|
|
|
Date:
May 17, 2019
|
By:
|
/s/ Shlomi
Cohen
|
|
Name:
|
Shlomi
Cohen
|
|
Title:
|
Chief
Executive Officer
|
3
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Aug 2024 to Sep 2024
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Sep 2023 to Sep 2024