UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, Dc
20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by
the Registrant ☒
Filed by a
Party other than the Registrant ☐
Check the appropriate box:
☐ |
|
Preliminary
Proxy Statement. |
☐ |
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)). |
☒ |
|
Definitive
Proxy Statement. |
☐ |
|
Definitive
Additional Materials. |
☐ |
|
Soliciting
Material Pursuant to §240.14a-12. |
On Track Innovations
Ltd.
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ |
|
No
fee required.
|
☐ |
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
|
|
|
|
|
(1) |
|
Title
of each class of securities to which transaction
applies: |
|
|
|
|
|
|
|
(2) |
|
Aggregate
number of securities to which transaction applies: |
|
|
|
|
|
|
|
(3) |
|
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
(4) |
|
Proposed
maximum aggregate value of transaction: |
|
|
|
|
|
|
|
(5) |
|
Total
fee paid: |
|
|
|
|
|
|
|
|
|
|
☐ |
|
Fee
paid previously with preliminary materials.
|
☐ |
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing. |
|
|
|
|
|
(1) |
|
Amount
Previously Paid: |
|
|
|
|
|
|
|
(2) |
|
Form,
Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
(3) |
|
Filing
Party: |
|
|
|
|
|
|
|
(4) |
|
Date
Filed: |
|
|
|
|
|

ON TRACK INNOVATIONS LTD.
NOTICE OF AN EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 2, 2021
You are hereby notified that an extraordinary meeting (the
“Meeting”) of shareholders of On Track Innovations Ltd. (the
“Company”), will be held on Tuesday, March 2, 2021, at 10:00
A.M., Israel time, at our offices, Hatnufa 5, Yokneam Industrial
Zone, Yokneam, Israel, 2069200. However, we are actively monitoring
developments with regard to the coronavirus, or COVID-19, and it is
possible that the Meeting may be held solely by means of remote
communication. In the event it is not possible or advisable to hold
the Meeting in person, we will announce alternative arrangements
for the meeting as promptly as practicable. We intend to hold the
Meeting for the following purposes:
|
1. |
To approve the right of Jerry L.
Ivy, Jr. Descendants’ Trust (“Ivy”), the Company’s
controlling shareholder, to convert an amount of up to $1,500,000,
together with interest accrued and all other amounts outstanding,
into ordinary shares of the Company, as described in the
accompanying proxy statement, in accordance with the provisions of
the loan financing agreement (the “Agreement”) dated
December 9, 2020, as required under Section 275 of the Israeli
Companies Law of 1999-5759, as amended (the “Companies
Law”); and |
|
2. |
To approve that, if the resolution
in Item 1 above is approved, by exercising Ivy’s right to purchase
additional shares under Item 1 above, Ivy’s holdings in the Company
may exceed more than 45% of the total voting rights of the Company,
as required under Section 328(b) of the Companies Law. |
The Board recommends that you vote in favor of both of the items
above.
Record Date and Right to Vote
The Board has fixed the close of business on Friday, January 22,
2021, as the record date for the Meeting (“Record Date”).
Subject to the provisions of Israeli law and the Company’s Amended
and Restated Articles of Association (the “Articles of
Association”), only shareholders on the Record Date are
entitled to notice of and to vote at the Meeting and at any
adjournment or postponement thereof.
All shareholders that are entitled to notice and to vote at the
Meeting are cordially invited to attend the Meeting. If your shares
are registered in your name, please bring the admission ticket
attached to your proxy card. If your shares are registered in the
name of a broker, trust, bank or other nominee, you will need to
bring a proxy or a letter from that broker, trust, bank or other
nominee or your most recent brokerage account statement, that
confirms that you are the beneficial owner of those shares as of
the Record Date (“Proof of Ownership”). If you do not have
either an admission ticket or Proof of Ownership, you will not be
admitted to the Meeting.
Important
Notice Regarding the Availability of Proxy Materials
for the Meeting to be held on March 2, 2021: The proxy
statement and proxy card are also available at
http://www.otiglobal.com/agm and on our proxy agent’s
website at www.proxyvote.com.
Shareholders may also obtain additional paper or e-mail copies of
these materials at no cost by writing to
On Track Innovations Ltd., Hatnufa 5, Yokneam Industrial Zone,
Yokneam, Israel, 2069200, attention: CFO. |
Your vote is important regardless of the number of shares you own.
You may vote by telephone or over the Internet on our proxy agent’s
website at www.proxyvote.com until the Cut-Off Date (as
defined below) by following the instructions included on the
enclosed proxy card. If you are not voting by phone or Internet,
the Company requests that you complete, sign, date and return the
enclosed proxy card without delay and no later than the Cut-Off
Date described below in the enclosed postage-paid return envelope,
even if you now plan to attend the Meeting. You may revoke your
proxy at any time prior to its exercise by delivering written
notice or another duly executed proxy bearing a later date to the
Chief Executive Officer of the Company, or by attending the Meeting
and voting in person. We will not be able to count a proxy card
unless we receive it at our principal executive offices at Hatnufa
5, Yokneam Industrial Zone, Yokneam, Israel, 2069200, or at the
office of our proxy agent, Broadridge Financial
Solutions Inc. at Vote Processing, c/o Broadridge, 51 Mercedes Way
Edgewood, NY 11717, in the enclosed envelope, by Saturday, February
27, 2021 at 10:00 A.M. Israel time, which is February 27, 2021 at
3:00 A.M. Eastern Time (the “Cut-Off Date”).
IMPORTANT: If your shares are held in
the name of a brokerage firm, bank, nominee or other institution,
you should provide instructions to your broker, bank, nominee or
other institution on how to vote your shares, otherwise your
broker, nominee or other institution may have the right to vote on
the matters contained in the proxy pursuant to its sole discretion.
Please contact the person responsible for your account and give
instructions for a proxy to be completed for your shares.
|
|
By order of the Board,
/s/ Yehuda Holtzman
|
|
|
Yehuda Holtzman
Chief Executive Officer
|
January 26, 2021
IMPORTANT: In order to secure a quorum and to avoid the expense
of additional proxy solicitation, please sign, date and return your
proxy promptly and no later than the Cut-Off Date, in the enclosed
envelope even if you plan to attend the meeting personally. Your
cooperation is greatly appreciated.

ON TRACK INNOVATIONS LTD.
Hatnufa 5, Yokneam
Industrial Zone
Yokneam, Israel, 2069200
PROXY STATEMENT
INTRODUCTION
This proxy statement and the accompanying proxy card are being sent
by On Track Innovations Ltd. (the “Company,” “our,”
“us” or “we”) to the holders of record of the
Company’s outstanding ordinary shares, par value NIS 0.1 each (the
“Ordinary Shares”), on January 22, 2021 (the “Record
Date”). The Record Date has been fixed by the Company’s Board
of Directors as described hereunder. The accompanying proxy is
being solicited by the Board of Directors of the Company (the
“Board”), for use at our Extraordinary General Meeting (the
“Meeting”), to be held on Tuesday, March 2, 2021, at 10:00
A.M. Israel time, at our offices, Hatnufa 5, Yokneam Industrial
Zone, Yokneam, Israel, 2069200 and at any adjournment or
postponement thereof. However, we are actively monitoring
developments with regard to the coronavirus, or COVID-19, and it is
possible that the Meeting may be held solely by means of remote
communication. In the event it is not possible or advisable to hold
the Meeting in person, we will announce alternative arrangements
for the Meeting as promptly as practicable. The cost of
solicitation of proxies will be borne by the Company. Directors,
officers and employees of the Company may also assist in the
solicitation of proxies by mail, telephone, telefax, in person or
otherwise, without additional compensation. Brokers,
custodians and fiduciaries will be requested to forward proxy
soliciting materials to the owners of the Ordinary Shares held in
their names and the Company will reimburse them for their
reasonable out-of-pocket expenses incurred in connection with the
distribution of such proxy materials.
The Board has fixed January 22, 2021 as the Record Date for the
Meeting. Only shareholders of record on the Record Date are
entitled to notice of and to vote at the Meeting or any adjournment
or postponement thereof. As of the Record Date, there were
outstanding 53,824,377 Ordinary Shares. Each Ordinary Share is
entitled to one vote per share. Subject to the provisions of
Israeli law and pursuant to the Articles of Association of the
Company, no business may be transacted at any shareholder meeting
unless a quorum is present when the meeting begins. The quorum
required for a meeting of shareholders is at least two shareholders
present in person or by proxy, holding in the aggregate at least
one third (33 1/3%) of the issued and outstanding Ordinary Shares
as of the Record Date (the “Quorum”). Abstentions will not
be counted with respect to the items below, but will be counted in
determining if a Quorum is present. Broker non-votes, as
defined below, are counted in determining if a Quorum is
present.
All Ordinary Shares represented in person or by valid proxies
received by the Company prior to the Cut-Off Date (as defined
below), and not revoked, will be voted as specified in the proxies
or voting instructions. Votes that are left blank will be
voted as recommended by the Board. With regard to other matters
that may properly come before the Meeting, votes will be cast at
the discretion of the proxies.
Broker non-votes occur when a beneficial owner of shares held in
“street name” does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed
“non-routine.” Generally, if shares are held in street name, the
beneficial owner of the shares is entitled to give voting
instructions to the broker or nominee holding the shares. If the
beneficial owner does not provide voting instructions, the broker
or nominee can still vote the shares with respect to matters that
are considered to be “routine,” but not with respect to
“non-routine” matters. In the event that a broker, bank, or
other agent indicates on a proxy that it does not have
discretionary authority to vote certain shares on a non-routine
proposal, then those shares will be treated as broker
non-votes. Because Items No. 1 and 2 in this proxy statement
are non-routine proposals, your broker, bank or other agent will
not be entitled to vote on these proposals without your
instructions.
Any shareholder who has submitted a proxy may revoke it at any time
before it is voted, by written notice addressed to and received by
our Chief Executive Officer, by submitting a duly executed proxy
bearing a later date, but not after the Cut-Off Date, or by
electing to vote in person at the Meeting. The mere presence at the
Meeting of the person appointing a proxy does not, however, revoke
the appointment.
We will not be able to count a proxy card unless we receive it at
our principal executive offices at Hatnufa 5, Yokneam Industrial
Zone, Yokneam, Israel, 2069200, or at our proxy agent, Broadridge
Financial Solutions Inc. at Vote Processing, c/o Broadridge, 51
Mercedes Way Edgewood, NY 11717, in the enclosed envelope, by
Saturday, February 27, 2021, at 10:00 A.M. Israel time, which is
Saturday, February 27, 2021 at 3:00 A.M. Eastern Time (“Cut-Off
Date”). You may also vote by telephone or over the Internet on
our proxy agent’s website at www.proxyvote.com until the
Cut-Off Date by following the instructions included on the enclosed
proxy card.
Our website address and our proxy agent’s website address are
included several times in this proxy statement as textual
references only, and the information in these websites is not
incorporated by reference into this proxy statement.
BACKGROUND TO PROPOSALS 1 AND 2 — THE LOAN FINANCING
AGREEMENT
On December 9, 2020, the Company entered into a loan financing
agreement (the “Agreement”) with Jerry L. Ivy, Jr.,
Descendants’ Trust (the “Lender” or “Ivy”), the
Controlling Shareholder of the Company (as such term is defined
under the Israeli Companies Law, 5759-1999, as amended (the
“Companies Law”)). The Agreement provides that the Lender
will extend a loan to the Company in the aggregate amount of up to
$1,500,000 (the “Loan Amount”), payable in two tranches: one
of $625,000 (the “Initial Tranche”) at the initial closing,
and the other of $875,000 at the second closing (the “Second
Tranche”), subject to the terms and conditions of the
Agreement. The initial closing took place on December 17, 2020 (the
“Initial Closing”). Additional lenders may participate in
the Second Tranche, subject to the Company’s consent. As of the
date hereof, the Company is negotiating with a potential lender
(the “Additional Lender”), who is not affiliated with Ivy,
to lend an additional $100,000 as part of the Second Tranche under
the same terms and conditions of Ivy. If the negotiations succeed,
the Loan Amount will be increased to $1,600,000 and the Second
Tranche will be increased to $975,000. The Company has agreed to
use the proceeds of the Loan Amount to fund the Company’s
operations and working capital while the Company explores strategic
options.
The Loan Amount is secured pursuant to a debenture (the
“Debenture”) by a first priority floating charge over all
the tangible or intangible assets and other property of the Company
as of the date of the Agreement or thereafter acquired (subject
only to certain permitted security interests, as set forth in
Agreement) (the “Floating Charge”).
The Loan Amount and all accrued interest matures upon the elapse of
six months following the Initial Closing (the “Maturity
Date”), and will be payable in full on the Maturity Date,
provided that the maturity date can be extended at the sole option
of the majority of the Lenders. The Loan Amount bears interest on
all outstanding principal at an interest rate of 8.0% per annum
(the “Interest”); provided, however, that upon an extension
of the maturity period beyond the Maturity Date, the Interest will
automatically increase, effective as of the Maturity Date, to the
rate of 10.0% per annum. Also, in case of an extension of the
Maturity Date, the accrued interest for the first six months for
which the Loan Amount has been outstanding will be payable by the
Company to the Lender at the time of the extension, and the accrued
Interest for the extension period will be payable by the Company to
the Lender on the extended maturity date. In addition, the Company
may repay the Initial Tranche and/or the Second Tranche, in whole
and not in part, and any accrued Interest thereon, at any time
prior to the Maturity Date (as it may be extended), in its sole
discretion.
Pursuant to the Agreement, a second closing (the “Second
Closing”) will take place if, among other things, the Company
meets certain conditions, including the following: (i) filing of
notices for convening of a meeting of the Company’s shareholders
for obtaining the Shareholders’ Approval (as defined below); (ii)
obtaining the approval of the Israeli Innovation Authority (the
“IIA”) to include the charge of intellectual property funded
by the IIA in the Floating Charge; and (iii) the repayment in full
by ASEC S.A. (Spolka Akcyjna), a wholly-owned Polish subsidiary of
the Company, of the loan provided to it by PKO Bank Polski (the
“Polish Debt”), or the postponement of the maturity date of
the Polish Debt to no earlier than December 22, 2021. As previously
reported by the Company, the last condition of the postponement of
the maturity date of the Polish Debt to no earlier than December
22, 2021 has been met. Pursuant to the Agreement, proceeds of the
Loan Amount may not be used by the Company for the purposes of
repayment of the Polish Debt.
Subject to obtaining the Shareholders’ Approval (as defined below),
at any time prior to the repayment in full of the Loan Amount
together with Interest accrued and all other amounts outstanding
under the Agreement (the “Secured Amount”), the Lender will
be entitled, at its sole discretion, to demand to convert (the
“Conversion Right”) the entire Secured Amount into
Ordinary Shares, at a
price per share (the “Conversion Price”) equal to the lower
of (a) $0.20 per share (subject to adjustment in the event of any
bonus shares, combinations or splits) and (b) a price per share
reflecting a discount to $0.248 (i.e., the average closing bid
price of an Ordinary Share over the 20 trading days preceding the
Initial Closing) (the “Benchmark Price”), as follows: (i) if
conversion occurs no later than three months after the Initial
Closing, the price will be $0.198 (i.e., 20% of the Benchmark
Price); (ii) if conversion occurs more than three months but no
later than six months after the Initial Closing, the price will be
$0.174 (i.e., 30% of the Benchmark Price); (iii) if conversion
occurs more than six months after the Initial Closing (to the
extent extended in accordance with the terms of the Agreement), the
price will be $0.124 (i.e., 50% of the Benchmark Price); and (iv)
if conversion occurs upon an event of default, the price will be
$0.124 (i.e., 50% of the Benchmark Price).
Pursuant to the Agreement, the Conversion Right will become
effective only following the approval thereof by the shareholders
of the Company in accordance with the requirements of the Companies
Law, which approval will apply to a controlling shareholder
transaction that includes a private offering that may increase the
holdings of a controlling shareholder to and above 45% of the share
capital of the Company (a “Shareholders’ Approval”), and
will be deemed of no force or effect at any time prior to obtaining
such Shareholders’ Approval, if at all. The Company has agreed to
convene a shareholders meeting to obtain the Shareholders’ Approval
no later than 50 days following the Initial Closing. Accordingly,
the Company is convening the Meeting and including proposals 1 and
2, pursuant its obligations under the Agreement.
The Agreement includes customary events of default, including,
among others, failures to repay any amounts due to the Lender,
breaches or defaults under the terms of the Agreement, etc. If an
event of default occurs, the Secured Amount shall immediately
become due and payable, without the need for any notice by the
Lender.
The foregoing descriptions of the Agreement and the Debenture are
qualified by reference to the full text of the Agreement and the
Debenture, copies of which were filed as Exhibit 10.1 and 10.2,
respectively, to the Current Report on Form 8-K filed by the
Company on December 15, 2020.
ITEM NO. 1 — TO APPROVE THE RIGHT OF IVY, THE COMPANY’S
CONTROLLING SHAREHOLDER, TO CONVERT AN AMOUNT OF UP TO $1,500,000,
TOGETHER WITH INTEREST ACCRUED AND ALL OTHER AMOUNTS OUTSTANDING,
INTO ORDINARY SHARES OF THE COMPANY, AT THE CONVERSION PRICE
SPECIFIED ABOVE, IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN
FINANCING AGREEMENT DATED DECEMBER 9, 2020
In accordance with Section 275 of the Companies Law, an
extraordinary transaction between a company and its controlling
shareholder, such as the Conversion Right under the Agreement, as
described above, which was agreed to be given by the Company to
Ivy, the Company’s controlling shareholder, is subject to the
following approvals, in the following order: the Company’s audit
committee, the Company’s board of directors and the Company’s
shareholders.
The Audit Committee and the Board have resolved to approve the
entering into the Agreement with Ivy, including the Conversion
Right. The Audit Committee and Board noted, among other things,
that the Company is in urgent need to obtain additional funding to
secure the Company’s ability to maintain its business, that the
Company’s management had been looking for funding sources and
reached an initial assessment that receiving a loan from Ivy is an
appropriate option that can meet the Company’s needs in such short
time and on reasonable terms, and that in order to have a proposed
loan duly approved under the provisions of the Companies Law, the
negotiations with Ivy were made with the involvement and
instructions of those members of the Board who have no nexus to
Ivy, and concluded that it is advisable and in the best interest of
the Company to approve the entry by the Company into the
Agreement.
If this Proposal No.1 is approved, and if Ivy elects to exercise
the Conversion Right, Ivy may hold up to approximately 42.5% of the
Company’s issued and outstanding Ordinary Shares, assuming the
Additional Lender does not lend the additional $100,000 and does
not increase the Loan Amount to $1,600,000. If Ivy exercises the
Conversion Right, our existing shareholders will experience
substantial dilution, which might reduce the value and voting power
of our current shareholders’ investment in the Company’s Ordinary
Shares and materially reduce their voting power. Based on its
significant ownership position, Ivy may, after the approval of this
Proposal No. 1, possess sufficient voting power to influence
significantly, or potentially have de facto control over, the
outcome of key matters requiring shareholder approval.
It is proposed that the following resolution be adopted at the
Meeting:
“RESOLVED, to approve the right of Jerry L. Ivy, Jr.
Descendants’ Trust, the Company’s controlling shareholder, to
convert an amount of up to $1,500,000, together with interest
accrued and all other amounts outstanding, into Ordinary Shares of
the Company, at the conversion price specified in this proxy
statement, in accordance with the provisions of the loan financing
agreement dated December 9, 2020.”
Required Vote
This proposal requires the affirmative vote of the Company’s
shareholders (“Shareholders”) present in person or by proxy
and holding our Ordinary Shares amounting in the aggregate to at
least a majority of the votes actually cast with respect to such
proposal, provided that one of the following shall apply: (i) the
majority of the votes includes at least a majority of all the votes
of Shareholders who do not have a personal interest in the approval
of the transaction and who are present at the Meeting; abstentions
shall not be included in the total of the votes of the aforesaid
Shareholders; or (ii) the total of opposing votes from among the
Shareholders said in subsection (i) above does not exceed 2% of all
the voting rights in the Company. Broker non-votes will not impact
the results of the vote on this proposal, but will be counted for
purposes of determining whether there is a quorum.
The
Board recommends a vote FOR the approval of the adoption of the
forgoing resolution. |
ITEM NO. 2 — |
|
TO
APPROVE THAT, IF THE RESOLUTION IN ITEM 1 ABOVE IS APPROVED, BY
EXERCISING IVY’S RIGHT TO PURCHASE ADDITIONAL SHARES UNDER ITEM 1
ABOVE, IVY’S HOLDINGS IN THE COMPANY MAY EXCEED MORE THAN 45% OF
THE TOTAL VOTING RIGHTS OF THE COMPANY, AS REQUIRED UNDER SECTION
328(B) OF THE COMPANIES LAW |
Legal Background to Shareholder Approval Requirement
Since Ivy is the Controlling Shareholder of the Company, the
Company needs to obtain the shareholders’ approval pursuant to the
Companies Law, as further detailed in this Proposal No. 2
below.
Section 328(a) of the Companies Law provides, among other things,
that no acquisition will be made in a public company that will
result in (i) a person holding 25% or more of the company’s voting
rights (a “Controlling Interest”), if there is no person
that holds a Controlling Interest in the company; or (ii) a person
holding more than 45% of the company’s voting rights, if there is
no person that holds 45% or more of the voting rights in the
company, unless by way of a special tender offer. Section 328(b) of
the Companies Law further provides that the above shall not apply
to a purchase of shares by way of a private placement, provided
that such purchase was approved by the company’s shareholders as a
private placement that is intended to acquire for the offeree the
Controlling Interest or the holding of 45% or more of the voting
rights in the company.
To the best of the Company’s knowledge, as of the date of this
Proxy Statement, no shareholder of the Company holds 45% or more of
the voting rights in the Company. However, if the Company’s
shareholders approve Proposal No. 1 above and this Proposal No. 2,
and if Ivy elects to exercise the Conversion Right, Ivy may hold
(not including any of Ivy’s affiliates, and depending on the
conversion price upon such conversion), up to approximately 42.5%
of the voting rights in the Company (assuming the Additional Lender
does not lend the additional $100,000 and does not increase the
Loan Amount to $1,600,000). However, Ivy may purchase additional
shares from the Company before exercising the Conversion Right (if
approved), for instance, by way of a rights offering, and then upon
exercising the Conversion Right, he will become a holder of 45% or
more of the voting rights in the Company. Accordingly, the Board
recommends to the Company’s shareholders to approve the issuance of
Ordinary Shares to Ivy under the Conversion Right, including the
holdings by Ivy of 45% or more of the voting rights in the Company
pursuant to Section 328(b) of the Companies Law.
It is proposed that the following resolution be adopted at the
Meeting:
“RESOLVED, to approve that, if the resolution in Item 1 at
the Meeting is approved, by exercising Jerry L. Ivy, Jr.
Descendants’ Trust’s (“Ivy”) right to purchase additional shares
under such Item 1, Ivy’s holdings in the Company may exceed more
than 45% of the total voting rights of the Company, pursuant to
Section 328(b) of the Companies Law.”
Required Vote
This proposal requires the affirmative vote of the Shareholders
present in person or by proxy and holding our Ordinary Shares
amounting in the aggregate to at least a majority of the votes
actually cast with respect to such proposal, provided that one of
the following shall apply: (i) the majority of the votes includes
at least a majority of all the votes of Shareholders who do not
have a personal interest in the approval of the transaction and who
are present at the Meeting; abstentions shall not be included in
the total of the votes of the aforesaid Shareholders; or (ii) the
total of opposing votes from among the Shareholders said in
subsection (i) above does not exceed 2% of all the voting rights in
the Company. Broker non-votes will not impact the results of the
vote on this proposal, but will be counted for purposes of
determining whether there is a quorum.
The
Board recommends a vote FOR the approval of the adoption of the
forgoing resolution. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information, to the best
knowledge and belief of the Company, as of January 8, 2021 (unless
provided herein otherwise), with respect to holdings of our
Ordinary Shares by (1) each person known by us to be the
beneficial owner of more than 5% of the total number of shares of
our Ordinary Shares outstanding as of such date; (2) each of
our directors; (3) each of our named executive officers
specified under the caption “Summary Compensation Table” in the
definitive proxy statement filed by the Company with the Securities
and Exchange Commission (“SEC”) on July 9, 2020; and
(4) all of our current directors and executive officers as a
group.
Unless otherwise indicated below, all information with respect to
the ownership of any of the below shareholders has been furnished
by such shareholder and we believe that the persons named in the
table have sole voting and sole investment power with respect to
all of the shares shown as owned, subject to community property
laws, where applicable. The shares owned by the directors and
executive officers include the shares owned by their family members
to which such directors and executive officers disclaim beneficial
ownership, as provided for below. If a shareholder has the right to
acquire shares by exercising options currently exercisable or
exercisable within 60 days of the date of this table, these
shares are deemed outstanding for the purpose of computing the
percentage owned by the specific shareholder (that is, they are
included in both the numerator and the denominator), but they are
disregarded for the purpose of computing the percentage owned by
any other shareholder.
The information in the table below is based on 53,824,377 Ordinary
Shares outstanding as of January 22, 2021 and reflects number of
shares owned. Unless otherwise indicated, the address of each of
the individuals named below is: c/o On Track Innovations Inc.,
Hatnufa 5, Yokneam Industrial Zone, Yokneam, Israel,
2069200.
Name of beneficial owner |
|
Position |
|
Number of Ordinary Shares Beneficially Owned |
|
|
% of Class
of Ordinary
Shares |
|
William
C. Anderson III(1) |
|
Director |
|
|
2,090,000 |
|
|
|
3.9 |
% |
Leonid
Berkovich |
|
External
Director |
|
|
— |
|
|
|
— |
|
Sandra
Bjork Hardardottir(2) |
|
Director |
|
|
1,511,203 |
|
|
|
2.8 |
% |
Donna
Seidenberg Marks(3) |
|
External
Director |
|
|
10,000 |
|
|
|
* |
|
Michael
Shanahan(4) |
|
Director |
|
|
10,000 |
|
|
|
* |
|
Yehuda
Holtzman |
|
Chief Executive
Officer |
|
|
— |
|
|
|
— |
|
Shlomi
Cohen(5) |
|
Former Chief
Executive Officer |
|
|
— |
|
|
|
— |
|
Assaf
Cohen(6) |
|
Chief Financial
Officer |
|
|
76,666 |
|
|
|
* |
|
Nehemia
Itay(7) |
|
VP Hardware
Engineering |
|
|
15,000 |
|
|
|
* |
|
Amir
Eilam(8) |
|
VP
Research & Development |
|
|
20,000 |
|
|
|
* |
|
All
current directors and executive officers
as a group persons) |
|
|
|
|
3,679,869 |
|
|
|
6.9 |
% |
5%
Shareholders |
|
|
|
|
|
|
|
|
|
|
Jerry
L. Ivy, Jr.(9) |
|
Shareholder |
|
|
15,288,680 |
|
|
|
28.4 |
% |
|
(1) |
Includes 2,060,000 Ordinary Shares
held by Mr. Anderson and includes options held by Mr. Anderson to
purchase 30,000 Ordinary Shares currently exercisable or
exercisable within 60 days of this table. |
|
(2) |
Includes 1,511,203 Ordinary Shares
held by Ms. Hardardottir. Such shares are also included in the
Ordinary Shares held by Mr. Jerry L. Ivy, Jr., as detailed in
footnote 9 below. |
|
(3) |
Consists of options held by
Ms. Seidenberg Marks to purchase 10,000 Ordinary Shares
currently exercisable or exercisable within 60 days of this
table. |
|
(4) |
Consists of options held by Mr.
Shanahan to purchase 10,000 Ordinary Shares currently exercisable
or exercisable within 60 days of this table. |
|
(5) |
Mr. Shlomi Cohen is no longer an
officer of the Company. |
|
(6) |
Consists of options held by Mr.
Cohen to purchase 76,666 Ordinary Shares currently exercisable or
exercisable within 60 days of this table. |
|
(7) |
Consists of options held by Mr.
Itay to purchase 15,000 Ordinary Shares currently exercisable or
exercisable within 60 days of this table. |
|
(8) |
Consists of options held by Mr.
Eilam to purchase 20,000 Ordinary Shares currently exercisable or
exercisable within 60 days of this table. |
|
(9) |
Information is based solely on
Schedule 13D/A filed by Mr. Jerry L. Ivy, Jr. with the SEC on
December 16, 2020 and consists of 13,777,477 Ordinary Shares held
by Mr. Ivy and 1,511,203 Ordinary Shares held by
Ms. Hardardottir. Mr. Ivy’s address is 1003 Lake St. #301,
Kirkland, WA 98033. Excludes the Ordinary Shares issuable upon
exercise of the Conversion Rights. |
Deadline and Procedures for Submitting Board of Directors
Nominations
Subject to our Articles of Association and the Companies Law, a
shareholder wishing to nominate a candidate for election to the
Board at the next Annual Meeting is required to give written notice
containing the required information specified above addressed to
the Board, c/o Company Chief Executive Officer, On Track
Innovations Ltd., Hatnufa 5, Yokneam Industrial Zone, Yokneam,
Israel, 2069200, of his or her intention to make such a nomination.
The notice of nomination and other required information must be
received by the Company no later than the time required by the
Companies Law.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies
to our directors, executive and financial officers and all of our
employees. The Code of Business Conduct and Ethics is publicly
available on our website at http://investors.otiglobal.com
and we will provide, at no charge, a written copy thereof upon
written request made to us.
SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING
Shareholders who wish to present proposals appropriate for
consideration at our 2021 Annual Meeting of Shareholders (the
“2021 Annual Meeting”) must submit the proposal in proper
form consistent with our Articles of Association and applicable law
to us at our address as set forth on the first page of this proxy
statement and in accordance with the applicable regulations under
Rule 14a-8 of the Exchange Act by March 9, 2021, in order for
the proposal to be considered for inclusion in our proxy statement
and form of proxy relating to the 2021 Annual Meeting. Shareholders
who wish to present proposals appropriate for consideration at the
2021 Annual Meeting outside of Rule 14a-8 must submit the
proposal in proper form consistent with our Articles of Association
and applicable law to us at our address as set forth on the first
page of this proxy statement by May 24, 2021 in order for the
proposal to be considered for inclusion in our proxy statement and
form of proxy relating to the 2021 Annual Meeting. Any such
proposals should contain the name and record address of the
shareholder, the number of Ordinary Shares beneficially owned as of
the record date established for the meeting, a description of, and
reasons for, the proposal and all information that would be
required to be included in the proxy statement file with the SEC if
such shareholder was a participant in the solicitation subject to
Section 14 of the Exchange Act. The proposal, as well as any
questions related thereto, should be directed to our Chief
Executive Officer.
If a shareholder submits a proposal after the last date applicable
under our Articles of Association and applicable law but still
wishes to present the proposal at our 2021 Annual Meeting (but not
in our proxy statement), the proposal, which must be presented in a
manner consistent with our Articles of Association and applicable
law, must be submitted to our Chief Executive Officer in proper
form at the address set forth above so that it is received by our
Chief Executive Officer no later than seven days after notice for
such meeting.
We did not receive notice of any proposed matter to be submitted by
shareholders for a vote at this Meeting and, therefore, in
accordance with Exchange Act Rule 14a-4(c) any proxies held by
persons designated as proxies by our Board and received in respect
of this Meeting will be voted in the discretion of our management
on such other matter which may properly come before the
Meeting.
SHAREHOLDERS SHARING THE SAME ADDRESS
Only one set of proxy materials may be delivered to multiple
shareholders sharing an address unless the Company has received
contrary instructions from one or more of the shareholders. The
Company will deliver promptly upon written or oral request a
separate copy of the proxy materials to a shareholder at a shared
address to which a single copy of the documents was delivered.
Requests for additional copies should be directed to the Company’s
Chief Financial Officer, Mr. Assaf Cohen, by e-mail addressed to
assaf@otiglobal.com, by mail addressed to c/o Company Chief
Financial Officer, On Track Innovations Ltd., Hatnufa 5, Yokneam
Industrial Zone, Yokneam, Israel, 2069200, or by telephone at +011
972-4-6868000. Shareholders sharing an address and currently
receiving a single copy may contact the Chief Financial Officer as
described above to request that multiple copies be delivered in
future years. Shareholders sharing an address and currently
receiving multiple copies may request delivery of a single copy in
future years by contacting the Chief Financial Officer as described
above.
OTHER MATTERS
As of the date of this proxy statement, our management knows of no
matter not specifically described above as to any action which is
expected to be taken at the Meeting. The persons named in the
enclosed proxy, or their substitutes, will vote the proxies,
insofar as the same are not limited to the contrary, in their best
judgment, with regard to such other matters and the transaction of
such other business as may properly be brought at the Meeting.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE AND NOT LATER THAN SATURDAY, FEBRUARY 27, 2021,
AT 10:00 A.M. ISRAEL
TIME (3:00 A.M. EASTERN TIME) IN THE ENCLOSED RETURN
ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER
MAILINGS.
|
By
order of the Board, |
|
|
|
/s/
Yehuda Holtzman |
|
Yehuda Holtzman
Chief Executive Officer
|
Yokneam, Israel
January 26, 2021
ON TRACK
INNOVATIONS LTD.
HATNUFA 5
YOKNEAM
INDUSTRIAL
ZONE YOKNEAM,
ISRAEL 2069200 |
|
VOTE BY INTERNET — www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until Saturday, February 27,
2021 at 10:00 A.M. Israel Time, which is Saturday, February 27,
2021 at 3:00 A.M. Eastern Time (“Cut-Off Date”). Have your
proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic
voting instruction form.
VOTE BY PHONE — 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions
up until the Cut-Off Date. Have your proxy card in hand when you
call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it no later than the
Cut-Off Date in the postage-paid envelope we have provided or
return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717. You may also return the signed and dated proxy
card to our principal executive offices at Hatnufa 5, Yokneam
Industrial Zone, Yokneam, Israel, 2069200 no later than the Cut-Off
Date.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ON TRACK INNOVATIONS LTD.
The Board of Directors recommends you vote FOR proposals 1 and
2.
1a.
To approve the right of Jerry L. Ivy, Jr. Descendants’ Trust, the
Company’s controlling shareholder, to convert an amount of up to
$1,500,000, together with interest accrued and all other amounts
outstanding, into ordinary shares of the Company, at the conversion
price specified in the accompanying proxy statement, in accordance
with the provisions of the loan financing agreement dated December
9, 2020. |
|
For
☐ |
|
Against
☐ |
|
Abstain
☐ |
|
|
|
|
|
|
|
1b.
Please mark YES if you have a personal interest in resolution 1a
above. Please mark NO if you do not. IF YOU DO NOT MARK ONE OF THE
BOXES YOU WILL BE DEEMED TO HAVE A PERSONAL INTEREST IN THE SAID
RESOLUTION. |
|
Yes
☐ |
|
No
☐ |
|
|
|
|
|
|
|
|
|
2a.
To approve that, if the resolution in Item 1 at the Meeting is
approved, by exercising Jerry L. Ivy, Jr. Descendants’ Trust’s
(“Ivy”) right to purchase additional shares under such Item
1, Ivy’s holdings in the Company may exceed more than 45% of the
total voting rights of the Company, pursuant to Section 328(b) of
the Companies Law. |
|
For
☐ |
|
Against
☐ |
|
Abstain
☐ |
|
|
|
|
|
|
|
2b. Please
mark YES if you have a personal interest in resolution 2a above.
Please mark NO if you do not. IF YOU DO NOT MARK ONE OF THE BOXES
YOU WILL BE DEEMED TO HAVE A PERSONAL INTEREST IN THE SAID
RESOLUTION.
|
|
Yes
☐ |
|
No
☐ |
|
|
Please
indicate if you plan to attend this meeting. |
|
Yes
☐ |
|
No
☐ |
|
|
|
|
Please
sign exactly as your name(s) appear(s) hereon. When shares are held
jointly, each holder should sign. When signing as attorney,
executor, administrator, or other fiduciary, please give full title
as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full
corporate or partnership name by authorized officer. |
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
Date |
Important Notice Regarding the Availability of Proxy Materials
for the Extraordinary Meeting:
The Notice & Proxy
Statement are available at www.proxyvote.com.
A copy of the Notice and Proxy Statement are also available at the
On Track Innovations Ltd. website at
http://www.otiglobal.com/agm
If you have not voted by phone or internet, please sign, date and
mail your proxy card in the envelope provided as soon as
possible.
ON TRACK INNOVATIONS LTD.
Extraordinary Meeting of Shareholders
March 2, 2021
THE FOLLOWING PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF ON TRACK INNOVATIONS LTD.
The undersigned shareholder of On Track Innovations Ltd. (the
“Company”) hereby appoints Yehuda Holtzman and Assaf Cohen,
or either of them, as proxy and attorney of the undersigned, for
and in the name(s) of the undersigned, to attend the Extraordinary
Meeting of Shareholders of the Company (the “Shareholders
Meeting”) to be held at the Company’s offices at Hatnufa 5,
Yokneam Industrial Zone, Yokneam, Israel, 2069200 on Tuesday, March
2, 2021, at 10:00 a.m., Israel Time, and any adjournment thereof
(subject to the below), to cast on behalf of the undersigned all
the votes that the undersigned is entitled to cast at such meeting
and otherwise to represent the undersigned at the Shareholders
Meeting with all powers possessed by the undersigned if personally
present at the Shareholders Meeting, including, without limitation,
to vote and act in accordance with the instructions set forth on
the reverse side. The undersigned hereby acknowledges that the
Company is actively monitoring developments with regard to the
coronavirus, or COVID-19, and it is possible that the Shareholders
Meeting may be held solely by means of remote communication. In the
event it is not possible or advisable to hold the Shareholders
Meeting in person, the Company will announce alternative
arrangements for the Shareholders Meeting as promptly as
practicable. The undersigned hereby acknowledges receipt of the
Notice of an Extraordinary Meeting of Shareholders and revokes any
proxy heretofore given with respect to such meeting.
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS
INSTRUCTED ON THE REVERSE SIDE.
Continued and to be signed on the reverse side