ORA Ormat Technologies Inc

 

---

---

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549 

 

---

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report: November 16, 2015

 

Ormat Technologies, Inc.

 

---

 

(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.
Item 9.01	Financial Statements and Exhibits.

 

Signatures

 

Exhibit Index

 

Exhibit 99.1

Press Release of Registrant dated November 17, 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.

 

(b) On November 16, 2015, Yoram Bronicki informed the board of directors of Ormat Technologies, Inc. (the “Company”) that he is resigning from his position as a director on the Company’s Board of Directors and as Chairman of the Board of Directors, effective immediately.

 

(d)(1) The Board of Directors appointed Stanley Stern as director to fill the vacancy on the Board of Directors and current director Gillon Beck as Chairman, with both such appointments effective upon Yoram Bronicki’s resignation.

 

(d)(2) Stanley Stern 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 certain members of Yoram Bronicki’s family. As noted above, Yoram Bronicki will resign as a director of the Company and as Chairman, effective immediately. Gillon Beck will serve as new 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. Stanley Stern was designated by FIMI under the BIL FIMI Shareholders Agreement and evaluated by the Company’s Nominating and Corporate Governance Committee and disinterested directors.

 

The BIL FIMI Shareholders Agreement also provides, among other things, that, subject to any applicable law, as of the date on which either of BIL’s or FIMI’s respective shareholdings in the Company fall below a certain threshold, all decisions as to the identity of the Company’s Chairman of the Board and CEO shall be made by the Company’s Board of Directors without any undertaking by BIL and FIMI.

 

(d)(3) [Not applicable.]

 

(d)(4) Not applicable.

 

(d)(5) Stanley Stern 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 Stanley Stern, pursuant to which the Company will agree to indemnify him under certain circumstances for acts or omissions in connection with his 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.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1

Press Release of Ormat Technologies, Inc. dated November 17, 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 17, 2015

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
99.1	Press Release of Ormat Technologies, Inc. dated November 17, 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

 

                              

 

Mr. Yoram Bronicki Retiring as Director and Chairman of Board of Directors, and Mr. Gillon Beck appointed by the Board as Chairman

Mr. Stanley Stern appointed by the Board to fill Director vacancy

 

 

RENO, Nev. November 17, 2015, Ormat Technologies, Inc. (NYSE:ORA) announced today that Mr. Yoram Bronicki has resigned from his position as the Chairman of the Company’s Board of Directors, effective November 16, 2015.

 

"Yoram Bronicki has managed and contributed to the Company's growth in his roles as chief operating officer and president, and has been extensively involved with the Company's missions in his role as Director and Chairman of the Board," noted Isaac Angel, Chief Executive Officer of the Company. On behalf of the Board of Directors, we thank Yoram for his longstanding contributions to the Company

"I have had the privilege of being involved in every aspect of the Company's operations," noted Mr. Bronicki. I am delighted to have had the opportunity to lead the Company in my role as President, and to contribute to its missions in my role as a Director and Chairman of the Board," he added.

 

Acting upon the recommendation of the Board of Directors' Nominating and Governance Committee, the Board of Directors appointed Mr. Stanley Stern as a director to fill the vacancy on the Board, and appointed current director Mr. Gillon Beck as the Chairman of the Board. Mr. Beck served as our Chairman from May 2012 until June 2014. Both appointments are effective upon Mr. Bronicki’s resignation.

 

Mr. Stern holds a BA in Economics (1978) from Queens College and an MBA in Finance (1980) from Harvard University. He will join the Board as an independent director. Mr. Stern currently serves on several boards of directors including the boards of SodaStream, Audiocodes Inc, Foamix, Ltd. and Ekso Bionics and currently serves as Managing Partner of Alnitak Capital Partners. Prior to these positions, Mr. Stern served on the boards of directors of Given Imaging and Fundtech Inc. and as a Managing Director and head of investment banking and technology banking at Oppenheimer & Co.

 

"On behalf of the Board of Directors, we welcome Mr. Stern to the Company," noted Mr. Beck. "With his investment banking and related experience in the financial sector, and his experience serving as a director and chairman of the board of other publicly listed companies, he will bring a valuable perspective to the Company and its Board of Directors," 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.