Stratasys Ltd. (NASDAQ: SSYS) (“Stratasys” or the
“Company”) today announced that it will hold its 2020 Annual
General Meeting of Shareholders (the “Meeting”) on Monday,
November 30, 2020, at 5:00 p.m. Israel time, at Meitar Law Offices,
16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel. The
record date for shareholders entitled to vote at the Meeting is
Wednesday, October 21, 2020.
The agenda for the Meeting is as follows:
- Re-election of each of Messrs. Zeev Holtzman, John J. McEleney,
Dov Ofer, David Reis and Yair Seroussi, and Mses. Ziva Patir and
Adina Shorr, and initial election of Mr. Michael Schoellhorn,
together constituting the Company’s director nominees, to serve as
a director of the Company until the Company’s next annual general
meeting of shareholders and until the due election and
qualification of his or her successor, or until his or her earlier
resignation, replacement or removal.
- Approval of the continuation of the payment of the current
annual compensation packages (consisting of annual cash fees for
Board and committee service, annual option grants and per meeting
cash fees) to the non-employee directors of the Company in respect
of their directorship services on the Company's Board of Directors
(the “Board”).
- Approval of compensation for the Company’s new Chairman of the
Board, Dov Ofer.
- Approval of an increase by 500,000 in the number of ordinary
shares available for issuance under the Company’s 2012 Omnibus
Equity Incentive Plan.
- Approval of an amendment to the Company’s Compensation Policy
for Executive Officers and Directors that amends the maximum
coverage levels under the Company’s director and officer liability,
or D&O, insurance policies and requires that premiums and
deductibles paid by the Company under its D&O insurance
policies be consistent with market terms and not material to the
Company.
- Reappointment of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, as the Company’s
independent auditors for the year ending December 31, 2020 and
until the Company’s next annual general meeting of shareholders,
and authorization of the Board (upon recommendation of the audit
committee of the Board) to fix their remuneration.
Stratasys’ Board unanimously recommends that Stratasys’
shareholders vote in favor of each of the above proposals.
The affirmative vote of the holders of a majority of the voting
power represented at the Meeting in person or by proxy and voting
thereon (which excludes abstentions and broker non-votes) is
necessary for the approval of each of the proposals. The approval
of Proposal 5 is also subject to satisfaction of one of the
following additional voting requirements:
- the majority voted in favor of the proposal must include a
majority of the shares held by non-controlling shareholders who do
not have a conflict of interest (referred to in the Israeli
Companies Law, 5759-1999 (the “Companies Law”), as a
“personal interest”) in the approval of the proposal that are voted
at the Meeting, excluding abstentions; or
- the total number of shares held by non-controlling,
non-conflicted shareholders (as described in the previous
bullet-point) voted against the proposal must not exceed two
percent (2%) of the aggregate voting rights in the Company.
For purposes of the above special voting requirements, to the
best of our knowledge, there are no shareholders who would be
deemed “controlling shareholders” of the Company under the
Companies Law.
In addition to the foregoing proposals, at the Meeting, the
audited, consolidated financial statements of Stratasys for the
annual period ended December 31, 2019 will be presented to, and
considered by, Stratasys’ shareholders. The shareholders will
furthermore transact such other business as may properly come
before the Meeting or any adjournment thereof.
Whether or not you attend the Meeting, your vote is
important. Accordingly, you are asked to participate and vote
regardless of the number of ordinary shares you own.
Additional Information and Where to Find It
In connection with the Meeting, Stratasys will send to its
shareholders a proxy statement describing in detail the proposals
to be addressed at the Meeting and providing additional logistical
information related to the Meeting, the procedure for voting by
proxy, and various other information related to the Meeting, along
with a proxy card or voting instruction form enabling Stratasys'
shareholders to indicate their vote on each matter or instruct
their brokers or other nominees how to vote on each matter (as
applicable). The Company will also furnish copies of the proxy
statement and a related proxy card to the Securities and Exchange
Commission (the “SEC”) in a Report of Foreign Private Issuer
on Form 6-K, which may be obtained for free from the SEC’s website
at www.sec.gov or the Company’s website at www.stratasys.com, or by
directing such request to the Company’s Vice President of Investor
Relations, Yonah Lloyd, at the email address provided below. This
press release is also available on the Stratasys website at
www.Stratasys.com.
In order to vote, if you are a record shareholder or a street
holder (i.e., you hold your shares through a bank, broker or other
nominee) and receive a physical proxy card or voting instruction
form, respectively, you may complete and sign it and send it in to
Broadridge, our agent for tallying the votes for the Meeting, in
the envelope to be enclosed, Whether you are a record shareholder
or a street holder, you may also vote or provide voting
instructions to your bank, broker or nominee online (at
www.proxyvote.com) or via telephone, In all such cases, your vote
must be received by 11:59 p.m., Eastern time, on Sunday, November
22, 2020. If you are a record shareholder and send in your proxy
card directly to our registered Israeli office, it must be received
at least four hours prior to the appointed time for the Meeting
(i.e., 1:00 p.m., Israel time, on Monday, November 30, 2020).
Israeli legal regulations presently limit public gatherings as a
result of the COVID-19 (coronavirus) pandemic. The Company
furthermore desires to reduce the risk of further spreading of the
virus, and to safeguard the well-being of shareholders, board and
Company representatives at the Meeting.
Consequently, the Company strongly encourages shareholders to
mail in their proxy cards or voting instruction forms in lieu of
attending the Meeting in person. If a shareholder who holds
ordinary shares as of the record date for the Meeting (October 21,
2020) nevertheless desires to attend the Meeting, he, she or it
must inform the Company in advance. Any such shareholder must
contact the VP, Head of Legal, Ms. Vered Ben-Jacob — email
(Vered.BenJacob@stratasys.com) or telephone (+972-74-745-4300) — on
or prior to 6:00 p.m., Israel time (11 a.m. Eastern time), on
Monday, November 23, 2020. If you contact the Company via email, if
you are a record shareholder, please provide the name under which
your shares are held of record and proof of ownership (a copy of
your share certificate or a statement showing book-entry shares).
If you hold your shares in “street name” (through a bank or
broker), please attach to your email the required proof of
ownership to be described in the proxy statement for the Meeting,
namely: a “legal proxy” from the broker, trustee or nominee that
holds your shares, giving you the right to vote the shares at the
Meeting, along with an account statement or other proof that shows
that you owned your shares as of the record date for the Meeting.
You will be required to provide similar documentation if you
contact the Company’s VP, Head of Legal via telephone.
Based on the number of responses that the Company receives from
shareholders interested in attending the Meeting, the Company will
determine whether it is possible to allow those shareholders to
attend physically in person in compliance with the Israeli
coronavirus regulations (which may continue to evolve from time to
time prior to the Meeting date). The Company will respond to the
relevant shareholders by the following day (Tuesday, November 24,
2020) in order to provide to them logistical information as to how
they will be able to attend the Meeting.
In accordance with the Israeli Companies Law and regulations
promulgated thereunder, any shareholder of the Company holding at
least 1% of the outstanding voting rights of the Company for the
Meeting may submit to the Company a proposed additional agenda item
for the Meeting, to the Company’s Israeli offices, 1 Holtzman
Street, Science Park, P.O. Box 2496, Rehovot 76124, Israel,
Attention: VP, Head of Legal, Ms. Vered Ben-Jacob, email:
Vered.BenJacob@stratasys.com, no later than October 26, 2020. To
the extent that there are any additional agenda items that the
Board determines to add as a result of any such submission, the
Company will publish an updated notice and proxy card with respect
to the Meeting, no later than November 2, 2020, to be furnished to
the SEC under cover of a Report of Foreign Private Issuer on Form
6-K.
About Stratasys Ltd.
Stratasys (Nasdaq: SSYS) is a global leader in additive
manufacturing or 3D printing technology and is the manufacturer of
FDM®, PolyJet™, and stereolithography 3D printers. The company’s
technologies are used to create prototypes, manufacturing tools,
and production parts for industries, including aerospace,
automotive, healthcare, consumer products and education. For more
than 30 years, Stratasys products have helped manufacturers reduce
product-development time, cost, and time-to-market, as well as
reduce or eliminate tooling costs and improve product quality. The
Stratasys 3D printing ecosystem of solutions and expertise includes
3D printers, materials, software, expert services, and on-demand
parts production.
To learn more about Stratasys, visit www.stratasys.com, the
Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves
the right to utilize any of the foregoing social media platforms,
including the company's websites, to share material, non-public
information pursuant to the SEC's Regulation FD. To the extent
necessary and mandated by applicable law, Stratasys will also
include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is
a trademark of Stratasys Ltd. and/or its subsidiaries or
affiliates. All other trademarks are the property of their
respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20201019005301/en/
Stratasys Investor Relations Yonah Lloyd Vice President -
Investor Relations Yonah.Lloyd@stratasys.com
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