Radware® (NASDAQ: RDWR), a leading provider of cyber security and
application delivery solutions, today announced that its 2022
Annual General Meeting of Shareholders will be held on Thursday,
July 28, 2022, 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 June 24, 2022.
The agenda of the Annual General Meeting is as
follows:
- To elect Mr. Roy
Zisapel, Ms. Naama Zeldis and Mr. Meir Moshe as Class II directors
of the Company until the annual general meeting of shareholders to
be held in 2025;
- To approve
amendments to the Company's Compensation Policy for Executive
Officers and Directors;
- To approve the
compensation terms of, including grant of equity-based awards to,
the President and Chief Executive Officer 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, 2021 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.
All Proposals 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 3 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 the disinterested shareholders described in clause (i)
does not exceed 2% of the aggregate voting rights in the Company.
As of the date hereof, the Company has no controlling shareholder
within the meaning of the Companies Law.
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 U.S. 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 RadwareRadware® (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 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 the Radware website.
Radware encourages you to join our community and
follow us on: Facebook, LinkedIn, Radware Blog, Twitter, YouTube,
and Radware Mobile for iOS and Android.
©2022 Radware Ltd. All rights reserved. Any Radware
products and solutions mentioned in this press release are
protected by trademarks, patents, and pending patent applications
of Radware in the U.S. and other countries. For more details,
please see: https://www.radware.com/LegalNotice/. All other
trademarks and names are property of their respective owners.
Radware believes the information in this document
is accurate in all material respects as of its publication date.
However, the information is provided without any express,
statutory, or implied warranties and is subject to change without
notice.
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:Yisca Erez,
+972-72-3917211, ir@radware.com
Media Contacts:Gerri Dyrek, +1 201-7468327,
gerri.dyrek@radware.com
Safe Harbor StatementThis press release includes
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements made
herein that are not statements of historical fact, including
statements about Radware’s plans, outlook, beliefs, or opinions,
are forward-looking statements. Generally, forward-looking
statements may be identified by words such as “believes,”
“expects,” “anticipates,” “intends,” “estimates,” “plans,” and
similar expressions or future or conditional verbs such as “will,”
“should,” “would,” “may,” and “could.” Because such statements
deal with future events, they are subject to various risks and
uncertainties, and actual results, expressed or implied by such
forward-looking statements, could differ materially from
Radware’s current forecasts and estimates. Factors that could cause
or contribute to such differences include, but are not limited to:
the impact of global economic conditions and volatility of the
market for our products; natural disasters and public health
crises, such as the coronavirus disease 2019 (COVID-19)
pandemic; a shortage of components or manufacturing capacity
could cause a delay in our ability to fulfill orders or increase
our manufacturing costs; our business may be affected by sanctions,
export controls, and similar measures, targeting Russia and other
countries and territories, as well as other responses to Russia’s
military conflict in Ukraine, including indefinite suspension of
operations in Russia and dealings with Russian entities by many
multi-national businesses across a variety of industries; our
ability to successfully implement our strategic initiative to
accelerate our cloud business; our ability to expand our operations
effectively; timely availability and customer acceptance of our new
and existing solutions; risks and uncertainties relating to
acquisitions or other investments; the impact of economic and
political uncertainties and weaknesses in various regions of the
world, including the commencement or escalation of hostilities or
acts of terrorism; intense competition in the market for cyber
security and application delivery solutions and in our industry in
general, and changes in the competitive landscape; changes in
government regulation; outages, interruptions, or delays in
hosting services or our internal network system; compliance
with open source and third-party licenses; the risk that our
intangible assets or goodwill may become impaired; our
dependence on independent distributors to sell our
products; long sales cycles for our solutions; changes in
foreign currency exchange rates; undetected defects or errors in
our products or a failure of our products to protect against
malicious attacks; the availability of components and manufacturing
capacity; the ability of vendors to provide our hardware platforms
and components for our main accessories; our ability to
protect our proprietary technology; intellectual property
infringement claims made by third parties; changes in tax
laws; our ability to realize our investment objectives for our cash
and liquid investments; our ability to attract, train, and
retain highly qualified personnel; and other factors and risks over
which we may have little or no control. This list is intended to
identify only certain of the principal factors that could cause
actual results to differ. For a more detailed description of the
risks and uncertainties affecting Radware, refer to Radware’s
Annual Report on Form 20-F, filed with the Securities and Exchange
Commission (SEC), and the other risk factors discussed from time to
time by Radware in reports filed with, or furnished to, the SEC.
Forward-looking statements speak only as of the date on which they
are made and, except as required by applicable law, Radware
undertakes no commitment to revise or update any forward-looking
statement in order to reflect events or circumstances after the
date any such statement is made. Radware’s public filings are
available from the SEC’s website at www.sec.gov or may be obtained
on Radware’s website at www.radware.com.
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