Current Report Filing (8-k)
August 03 2020 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 30, 2020
CYREN
LTD.
(Exact name of Registrant as specified
in its charter)
Israel
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000–26495
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Not applicable
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(State or other jurisdiction of
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(Commission file number)
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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10 Ha-Menofim St., 5th Floor
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Herzliya, Israel
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4672561
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(Address of principal executive offices)
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(Zip Code)
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011–972–9–863–6888
(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 (see General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Ordinary Shares, par value ILS 0.15 per share
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CYRN
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Nasdaq Capital Market
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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 ☐
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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of the Compensation terms for the Company’s
Non-Executive Chairman of the Board
Following the approval of the Compensation
Committee (the “Compensation Committee”) of Cyren Ltd. (the “Company”) and the Company’s Board of
Directors (the “Board”), at the Company’s 2020 annual meeting of shareholders held on July 30, 2020 (the “Annual
Meeting”), the Company’s shareholders approved the compensation to James Hamilton, the Company’s Non-Executive
Chairman of the Board, who was appointed as Chairman of the Board on June 8, 2020. The terms of Mr. Hamilton’s compensation
as Non-Executive Chairman of the Board include cash compensation in the amount of $7,500 per quarter and a grant of 45,000 restricted
stock units (“RSUs”). Further information regarding Mr. Hamilton’s compensation terms is set forth under Proposal
Two of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission
on June 25, 2020 (the “Proxy Statement”) and incorporated herein by reference.
Approval of Equity-Based Compensation
to our Chief Executive Officer
Following the approval of the Compensation
Committee and the Board, at the Annual Meeting, the Company’s shareholders approved a one-time grant of 800,000 RSUs to
our Chief Executive Officer, Brett Jackson, under our 2016 Equity Incentive Plan. Further information regarding Mr. Jackson’s
compensation terms is set forth under Proposal Three of the Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
At the Annual Meeting, the Company’s
shareholders voted on six proposals, each of which is described in more detail in the Proxy Statement. The following is a brief
description of each matter voted upon and the results of the votes.
Proposal One – The shareholders
elected the following nine directors to serve until the next annual meeting of shareholders or until their respective successors
are elected.
Director Nominee
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For
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Against
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Abstain
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Broker Non-Vote
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James Hamilton
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40,013,681
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22,950
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25,555
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3,937,806
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Brett Jackson
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39,450,033
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586,599
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25,554
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3,937,806
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Lior Samuelson
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39,341,092
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695,540
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25,554
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3,937,806
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Hila Karah
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39,843,178
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196,074
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22,934
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3,937,806
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Todd Thomson
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39,897,036
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139,595
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25,555
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3,937,806
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Cary Davis
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39,456,446
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580,185
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25,555
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3,937,806
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Brian Chang
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39,456,919
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579,715
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25,552
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3,937,806
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Lauren Zletz
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39,351,681
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688,203
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22,302
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3,937,806
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Rajveer Kushwaha
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39,342,759
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694,626
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24,801
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3,937,806
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Proposal Two – The shareholders
approved the compensation terms for James Hamilton, the Company’s Chairman of the Board.
For
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Against
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Abstain
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Broker Non-Vote
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6,099,908
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539,165
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37,249
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3,937,806
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Proposal Three – The shareholders
approved the equity-based compensation to Brett Jackson, the Company’s Chief Executive Officer.
For
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Against
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Abstain
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Broker Non-Vote
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5,847,180
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764,145
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60,012
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3,937,806
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Proposal Four – The shareholders
approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the Company’s outstanding
Ordinary Shares issuable in connection with the Company’s 5.75% convertible debentures, issued on March 19, 2020.
For
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Against
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Abstain
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Broker Non-Vote
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39,889,675
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26,097
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146,414
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3,937,806
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Proposal Five – The
shareholders approved the appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as the
Company’s independent public accountants for the year ending December 31, 2020 and for the year commencing January 1,
2021 and until the next annual meeting of shareholders and their compensation (as approved by the Audit Committee of the Company
and the Board).
For
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Against
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Abstain
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Broker Non-Vote
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38,873,745
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21,673
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5,104,574
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-
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Proposal Six – The shareholders
approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
For
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Against
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Abstain
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Broker Non-Vote
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39,858,603
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35,417
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168,166
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3,937,806
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As
required by Israeli law, each of proposals two and three were approved by shareholders holding a majority of the Ordinary Shares
voted on such proposals (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders or did
not have a personal interest in such proposals.
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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CYREN LTD.
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Date: August 3, 2020
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/s/ J. Michael Myshrall
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J. Michael Myshrall
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Chief Financial Officer
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3
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