Radware Announces 2019 Annual General Meeting
September 19 2019 - 6:00AM
Radware® (NASDAQ: RDWR), a leading provider of cyber security and
application delivery solutions, today announced that its 2019
Annual General Meeting of Shareholders will be held on Thursday,
October 24, 2019, at 3:00 p.m. (Israel time), at the offices of the
Company, 22 Raoul Wallenberg Street, Tel Aviv, Israel. The record
date for the Annual General Meeting is September 20, 2019.
The agenda of the Annual General Meeting is as
follows:
- To re-elect Messrs. Roy Zisapel and
Joel Maryles as Class II directors of the Company until the annual
general meeting of shareholders to be held in 2022;
- To re-elect Prof. Yair Tauman as an
external director of the Company for a period of three years;
- To approve an increase of the
Company’s authorized share capital from 60,000,000 to 90,000,000
ordinary shares and related amendments to the Company’s Memorandum
of Association and Articles of Association;
- To approve grants of equity-based
awards to the President and Chief Executive Officer of the
Company;
- To approve modifications in the
size of the annual bonus to the President and Chief Executive
Officer of the Company;
- To approve and ratify the purchase
of a D&O insurance policy and related amendments to the
Company’s Compensation Policy for Executive Officers and
Directors;
- To approve grants of equity-based
awards to the non-employee directors of the Company; and
- To approve the reappointment of
Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, as the Company’s auditors, and to authorize the Board of
Directors to delegate to the Audit Committee the authority to fix
their remuneration in accordance with the volume and nature of
their services.
In addition to the proposals listed above, at
the Annual General Meeting, the Company will (i) present and
discuss the financial statements of the Company for the year ended
December 31, 2018 and the auditors’ report for this period; and
(ii) transact such other business as may properly come before the
Annual General Meeting or any adjournment thereof.
Proposals 1, 2 and 4 through 8 require the
approval of a simple majority of the shares voted on the matter at
the Annual General Meeting, either in person or by proxy; provided
that with respect to Proposals 2 and 4 through 7 either
(i) the shares voted in favor of the proposal include at least
a majority of the shares voted at the Annual General Meeting,
either in person or by proxy, by shareholders who are neither
“controlling shareholders” nor have a “personal interest” (as such
terms are defined in the Israeli Companies Law, 5759-1999 (the
“Companies Law”)) in approving the proposal or (ii) the total
number of shares voted against such proposal at the Annual General
Meeting, either in person or by proxy, by disinterested
shareholders described in clause (i) does not exceed 2% of the
Company’s outstanding shares. As of the date hereof, the Company
has no controlling shareholder within the meaning of the Companies
Law. Proposal 3 requires the approval of the holders of not less
than 75% of the shares voted on this matter at the Annual General
Meeting, either in person or by proxy.
In the absence of the requisite quorum of
shareholders at the Annual General Meeting, the Annual General
Meeting shall be adjourned to the same day in the next week, at the
same time and place, unless otherwise determined at the Annual
General Meeting in accordance with the Company’s Articles of
Association.
Position Statements Etc.In
accordance with the Companies Law, (i) position statements with
respect to any of the proposals at the Annual General Meeting must
be delivered to the Company no later than 10 days prior to the
Annual General Meeting date and (ii) eligible shareholders, holding
at least 1% of our outstanding ordinary shares, may present proper
proposals for inclusion at the Annual General Meeting by submitting
their proposals to the Company no later than one week following the
date hereof and, if the Company determines that a shareholder
proposal is appropriate to be added to the agenda in the meeting,
the Company will publish a revised agenda in the manner set forth
below.
Additional Information and Where to Find
It
In connection with the Annual General Meeting,
Radware will make available to its shareholders of record a proxy
statement describing the various proposals to be voted upon at the
Annual General Meeting, along with a proxy card enabling them to
indicate their vote on each matter. The Company will also furnish
copies of the proxy statement and proxy card to the Securities and
Exchange Commission (SEC) on Form 6-K, which may be obtained for
free from the SEC’s website at www.sec.gov, the Company’s website
at https://www.radware.com/ir/financial-info/ or by directing such
request to the Company’s Investor Relations department at
ir@radware.com.
If applicable, valid position statements and/or
revised meeting agenda will be published by way of issuing a press
release and/or submitting a Form 6-K to the SEC (which will be made
available to the public on the SEC’s website above and on the
Company’s website).
About Radware
Radware® (NASDAQ: RDWR), is a global leader
of cyber security and application delivery solutions for
physical, cloud, and software defined data centers. Its
award-winning solutions portfolio secures the digital experience by
providing infrastructure, application, and corporate IT protection
and availability services to enterprises globally. Radware’s
solutions empower more than 12,500 enterprise and carrier customers
worldwide to adapt to market challenges quickly, maintain business
continuity and achieve maximum productivity while keeping costs
down. For more information, please visit www.radware.com.
Radware encourages you to join our community and
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The contents of any website or hyperlinks
mentioned in this press release are for informational purposes and
the contents thereof are not part of this press release.
CONTACTSInvestor Relations:Anat Earon-Heilborn+972
723917548ir@radware.com
Corporate Media Relations:Deborah Szajngarten(201) 785-3206
deborah.szajngarten@radware.com
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