Radware® (NASDAQ: RDWR), a leading provider of cyber security and
application delivery solutions, today announced that its 2023
Annual General Meeting of Shareholders will be held on Thursday,
October 19, 2023, 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 15, 2023.
The agenda of the Annual General Meeting is as
follows:
- To elect Mr. Stanley B. Stern and Mr. Israel Mazin as Class III
directors of the Company until the annual general meeting of
shareholders to be held in 2026;
- To approve grants of equity-based awards to non-employee
directors; 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, 2022, 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 Proposal 2 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 ItIn
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 a 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.
©2023 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 Statement This 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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