Current Report Filing (8-k)
August 18 2020 - 2:48PM
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): August 18, 2020 (August 13, 2020)
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.)
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Hatnufa
5, Yokneam Industrial Zone, Yokneam, Israel
|
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2069200
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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)
|
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
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Name
of each exchange on
which registered
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None
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|
|
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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 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
5.07. Submission of Matters to a Vote of Security Holders.
On
August 13, 2020, On Track Innovations Ltd. (the “Company”) held an annual meeting of its shareholders (the
“Meeting”). The final results of the shareholders 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 (“Say-On-Pay Vote”).
The
proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, was approved
by the Company’s shareholders. 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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21,979,356
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|
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771,545
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82,247
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|
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12,743,125
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Proposal
No. 2 — Advisory Vote on the Frequency of an Advisory Vote on the Compensation of the Company’s Named Executive Officers
(“Frequency Vote”).
The
Company’s shareholders voted on the frequency of holding future non-binding, advisory votes relating to the compensation of the
Company’s named executive officers. The votes were as follows:
1 year
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2 years
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3 years
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Abstain
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Broker Non-Votes
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1,993,428
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|
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1,786,083
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18,960,570
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|
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93,067
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|
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12,743,125
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|
Proposal
No. 3 — Appointment of Independent Registered Public Accounting Firm.
The
proposal to appoint Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited (“PwC”), to serve as the Company’s independent registered public accounting
firm until the 2021 annual general meeting of shareholders, and to authorize the Board of Directors, upon the recommendation
of the Company’s Audit Committee, to determine the remuneration of PwC, in accordance with the volume and nature of their
services, was approved by the Company’s shareholders. The votes were as follows:
For
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|
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Against
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Abstain
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Broker Non-Votes
|
|
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35,063,138
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|
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496,556
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16,579
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N/A
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Proposal
No. 4 — Approval of a Framework for a Company’s Directors and Officers Insurance Policy.
The
proposal to approve a framework for an insurance policy for directors and officers of the Company, for a period of three years
commencing as of August 2020, was approved by the Company’s shareholders. The votes were as follows:
For
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|
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Against
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Abstain
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Broker Non-Votes
|
|
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21,003,898
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|
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826,938
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|
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1,002,312
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|
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12,743,125
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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:
August 18, 2020
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By:
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/s/ Assaf
Cohen
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Name:
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Assaf
Cohen
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Title:
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Chief
Financial Officer
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2