ORA Ormat Technologies Inc

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549 

 

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FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report: November 2, 2015

 

Ormat Technologies, Inc.

 

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(Exact Name of Registrant as Specified in Its Charter)

 

001-32347

(Commission File Number)

Delaware (State of Incorporation)		No. 88-0326081 (I.R.S. Employer Identification No.)
6225 Neil Road, Reno, Nevada (Address of Principal Executive Offices)		89511 (Zip Code)

 

(775) 356-9029
(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

 

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):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Item9.01

Financial Statements and Exhibits.

 

Signatures

 

Exhibit Index

 

Exhibit 99.1

Press Release of Registrant dated November 3, 2015

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c) On November 2, 2015, Yehudit Bronicki informed the board of directors of Ormat Technologies, Inc. (the “Company”) that she intended to resign from her position as a director on the Company’s board of directors and as a member of the Company’s Compensation Committee and Investment Committee, effective November 15, 2015.

 

(d)(1) The board of directors appointed Ravit Barniv as director to fill the vacancy on the board of directors, with such appointment to be effective upon Yehudit Bronicki’s resignation on November 15, 2015.

 

(d)(2) Ravit Barniv was nominated by certain of the Company’s shareholders pursuant to an Amended and Restated Shareholder Rights Agreement dated November 10, 2014 (the “BIL FIMI Shareholders Agreement”) among Bronicki Investments Ltd., an Israeli company (“BIL”), FIMI ENRG, an Israeli limited partnership and FIMI ENRG, L.P. a Delaware limited partnership (collectively “FIMI”). BIL is controlled by family members of Yehudit Bronicki, including the Company’s Chairman, Yoram Bronicki. As noted above, Yehudit Bronicki will resign as a director of the Company, effective November 15, 2015. Yoram Bronicki will continue to serve as Chairman. The Company is not a party to the BIL FIMI Shareholders Agreement.

 

The BIL FIMI Shareholders Agreement provides, among other things, that to the maximum extent permitted by applicable law and subject to applicable fiduciary duties, BIL and FIMI will use their reasonable efforts to cause a certain number of designees of BIL and FIMI, based on their respective shareholdings in the Company from time to time, to be elected or appointed to the boards of directors of the Company and its active subsidiaries. Ravit Barniv was designated by BIL under the BIL FIMI Shareholders Agreement and evaluated by the Company’s Nominating and Corporate Governance Committee and disinterested directors.

 

(d)(3) The board of directors appointed Ravit Barniv to fill the vacancy created by Yehudit Bronicki’s resignation on the Company’s Compensation Committee and Investment Committee and to replace Yoram Bronicki on the Company’s Nominating and Corporate Governance Committee, with such appointments to be effective on November 15, 2015. The board of directors has determined that Ravit Barniv meets the director independence requirements of the New York Stock Exchange.

 

(d)(4) Not applicable.

 

(d)(5) Ravit Barniv will be entitled to the compensation arrangements granted to non-employee directors of the Company, which are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 25, 2015, under the heading “Director Compensation.” That description is incorporated by reference into this report. Additionally, the Company is expected to enter into an indemnification agreement with Ravit Barniv, pursuant to which the Company will agree to indemnify her under certain circumstances for acts or omissions in connection with her service on the Board.

 

 

A copy of the press release announcing the director resignation and appointment is furnished as Exhibit 99.1 and is incorporated by reference into this report.

 

Item9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1

Press Release of Ormat Technologies, Inc. dated November 3, 2015

 

 

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 hereunto duly authorized.

 

 

 

	Ormat Technologies, Inc.
	By	/s/ Isaac Angel
		Name:	Isaac Angel
		Title:	Chief Executive Officer

 

 

 

Date: November 5, 2015

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
99.1	Press Release of Ormat Technologies, Inc. dated November 3, 2015

 

 

6

Exhibit 99.1

 

PRESS RELEASE
Ormat Technologies Contact:	Investor Relations Agency Contact:
Smadar Lavi	Miri Segal/Brett Maas
Investor Relations	MS/Hayden - IR
775-356-9029	917-607-8654/646-536-7331
slavi@ormat.com	msegal@ms-ir.com / brett@haydenir.com

 

 

 

Ms. Dita Bronicki Retiring from Board of Directors
Ms. Ravit Barniv appointed by the Board to fill the vacancy

 

 

 

RENO, Nev. November 3, 2015, Ormat Technologies, Inc. (NYSE:ORA) announced today that Ms. Dita Bronicki has informed the Company that she will resign from her position as a Director on the Company's Board of Directors and a member of the Compensation Committee, effective November 15, 2015.

 

“On behalf of the Board of Directors, we thank Dita for her longstanding service to the Company and its missions.  Ms. Bronicki has been a member of the Board of Directors since the Company’s inception and has served as its CEO for 23 years until my appointment on July 1st, 2014.” said Isaac Angel, Chief Executive Officer of the Company. “With her knowledge and experience, Dita has skillfully served the Company, guiding and contributing to its significant accomplishments. We wish Dita the best of luck in all her future endeavors, which we are certain will be successful.”

 

“I am delighted to have had the opportunity to lead the company and contribute to its impressive growth and achievements over the years in my roles as the previous chief executive officer and a member of the Board of Directors,” said Ms. Bronicki. “Although I will no longer have a formal position with the Company, I intend to be fully available to management and the Board to the extent they wish and find it helpful,” she added.

 

Acting upon the recommendation of the Board of Directors' Nominating and Governance Committee, the Board of Directors appointed Ms. Ravit Barniv as a director to fill the vacancy on the board, effective upon Ms. Bronicki’s resignation. 

 

Ms. Barniv holds a BA in Economics and Philosophy (1987) and an MBA in Finance (1996) from Tel-Aviv University. She will join the Board as an independent director. Ms. Barniv recently served as a chairperson of the Board of Directors of Tnuva Group, the largest food group in Israel since 2013. Prior to her position in Tnuva, Ms. Barniv served as chairperson of the Board of Directors of Shikun & Binui Holdings Group Ltd. and as CEO of Netvision Communications.

 

"The company looks forward to Ms. Barniv joining our Board of Directors" noted Mr. Angel. "Her experience in executive roles in other organizations and specifically in the construction and infrastructure, as well as the renewable energy, sectors will benefit Ormat in its future growth plans" he added.

 

About Ormat Technologies

 

With five decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company solely engaged in geothermal and recovered energy generation (REG). The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter - a power generation unit that converts low-, medium- and high-temperature heat into electricity. With 69 U.S. patents, Ormat’s power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has 470 employees in the United States and over 600 overseas. Ormat’s flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has installed to utilities and developers worldwide, totaling approximately 2,000 MW of gross capacity. Ormat’s current 666 MW generating portfolio is spread globally in the U.S., Guatemala and Kenya.

 

 

Ormat’s Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat's plans, objectives and expectations for future operations and are based upon its management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015.

 

These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.