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 THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 20, 2018
You
are hereby notified that the 2018 Annual General Meeting of Shareholders of On Track Innovations Ltd. (the “
Company
”),
will be held on Tuesday, November 20, 2018, at 5:00 P.M., Israel time, at our offices, Z.H.R. Industrial Zone, Rosh Pina, Israel,
1200000 (the “
Meeting
”), for the following purposes:
|
1.
|
To
consider and approve by a non-binding advisory vote, the compensation of our named executive officers as described in the
accompanying proxy statement;
|
|
|
|
|
2.
|
To
approve a salary increase to Mr. Shlomi Cohen, a director and Chief Executive Officer of the Company;
|
|
|
|
|
3.
|
To
appoint Somekh Chaikin, a member of KPMG International (“
Somekh Chaikin
”), as the Company’s independent
registered public accounting firm until the 2019 annual general meeting of shareholders, and to authorize the Company’s
board of directors (the “
Board
”), upon the recommendation of our Audit Committee, to determine the remuneration
of Somekh Chaikin in accordance with the volume and nature of their services; and
|
|
|
|
|
4.
|
To
present the financial statements of the Company for the fiscal year ended December 31, 2017.
|
The
Board recommends that you vote in favor of items 1, 2 and 3 above.
Record
Date and Right to Vote
The
Board has fixed the close of business on October 12, 2018, 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 Annual Meeting to be held on November 20, 2018:
The
proxy statement, proxy card and Annual Report to shareholders for the year ended December 31, 2017 (the “
Annual Report
”)
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., Z.H.R. Industrial Zone, Rosh Pina, Israel, 1200000, attention: Secretary.
|
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 Secretary 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 Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel, 1200000, 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, November 17, 2018 at 5:00 P.M. Israel time, which is November 17, 2018 at 10:00 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/
Ye’ela Haggai-Levy
|
|
Adv.
Ye’ela Haggai-Levy
|
|
General
Counsel and Secretary
|
October
15, 2018
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.
Z.H.R.
Industrial Zone
Rosh
Pina, Israel, 1200000
PROXY
STATEMENT
INTRODUCTION
This
proxy statement and the accompanying proxy card are being sent by On Track Innovations Ltd. (the “
Company
”)
to the holders of record of the Company’s outstanding ordinary shares on October 12, 2018 (the “
Record Date
”)
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 2018 Annual General Meeting (the “
Meeting
”),
to be held on Tuesday, November 20, 2018, at 5:00 P.M. Israel time, at our offices, Z.H.R. Industrial Zone, Rosh Pina, Israel,
1200000 and at any adjournment or postponement thereof. 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 October 12, 2018 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. On October 12, 2018, there
were 41,294,377
outstanding 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. Item No. 3 is a routine proposal, so your broker, bank or other agents will be entitled to vote on
those proposals without your instruction. No vote is required for Item No. 4.
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 Secretary, 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 Z.H.R. Industrial Zone, P.O.
Box 32, Rosh Pina, Israel, 1200000, 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, November 17, 2018, at 5:00 P.M. Israel time, which
is Saturday, November 17, 2018 at 10:00 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 a textual reference
only, and the information in these websites is not incorporated by reference into this proxy statement.
ITEM
NO. 1 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)
In
accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “
Exchange Act
”)
and related rules of the Securities and Exchange Commission (the “
SEC
”), we are including a separate proposal
subject to shareholder vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (as
defined below) listed in the Summary Compensation Table as disclosed in this proxy statement pursuant to Item 402 of Regulation
S-K. To learn more about our executive compensation, see “Compensation of Directors and Executive Officers”
elsewhere in this proxy statement.
Our
compensation policy for our Named Executive Officers is designed to reward high performance and innovation, to promote accountability
and to ensure that executive interests are aligned with the interests of our shareholders. The following is a summary of the primary
components of our Named Executive Officers’ compensation. We urge our shareholders to review the “Compensation of
Directors and Executive Officers” section of this proxy statement and related compensation tables for more information.
One
component of our compensation program is base compensation or salary. We design base salaries to fall within a competitive range
of the companies against which we compete for executive talent. Generally, the base salary established for an individual Named
Executive Officer reflects many inputs, including our Chief Executive Officer’s assessment of the Named Executive Officer’s
performance, the level of responsibility of the Named Executive Officer, and competitive pay levels based on salaries paid to
employees with similar roles and responsibilities at our peer group companies.
Another
component of our compensation program is cash bonuses. We structure our cash bonus award program to reward Named Executive Officers
for our Company’s successful performance, and for each individual’s contribution to that performance.
A
third component of our compensation program is equity awards. We grant share options to our Named Executive Officers in order
to align their interests with the interests of our shareholders by tying the value delivered to our Named Executive Officers to
the value of our Ordinary Shares. We also believe that share option grants to our Named Executive Officers provide them with long-term
incentives that will aid in retaining executive talent by providing opportunities to be compensated through the Company’s
performance and rewarding executives for creating shareholder value over the long-term.
At
our 2017 annual meeting of shareholders held on November 21, 2017, we provided our shareholders with the opportunity to cast a
non-binding advisory vote on executive compensation. Over 95% of the votes cast on this “say-on-pay vote” were voted
in favor of the proposal. We have considered the say-on-pay vote and we believe that strong support from our shareholders for
the say-on-pay vote indicates that our shareholders are supportive of our approach to executive compensation. In the future, we
will continue to consider the outcome of our say-on-pay votes when making compensation decisions regarding the Named Executive
Officers. At our extraordinary shareholders meeting held in May 2014, our shareholders also voted in favor of the proposal to
hold say-on-pay votes annually. We expect to conduct the next advisory vote at our 2019 annual meeting of shareholders.
The
vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation
of our Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of
the SEC. To the extent there is any significant vote against our Named Executive Officer compensation as disclosed
in this proxy statement, the Compensation Committee of our Board will evaluate whether any actions are necessary to address the
concerns of shareholders.
Our
Board believes that the information provided in this proxy statement demonstrates that our Named Executive Officer compensation
is designed to provide incentives and rewards for both our short-term and long-term performance, and is structured to motivate
the Company’s Named Executive Officers to meet our strategic objectives, thereby maximizing total return to shareholders.
Therefore,
it is proposed that the following resolution be adopted at the Meeting:
“
RESOLVED
,
to approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant
to Item 402 of Regulation S-K, including the compensation tables and narrative discussion set forth in this proxy statement
.”
Required
Vote
The
affirmative vote of a majority of the Ordinary Shares voting on the matter is required to approve this resolution, provided either
(i) included in such majority is at least a majority of the Ordinary Shares of shareholders who are non-controlling
1
shareholders nor having a personal interest in said resolution; or (ii) the total number of Ordinary Shares of shareholders specified
in clause (i) who voted against this resolution does not exceed two percent of the voting rights in the Company. Since abstentions
are not considered votes cast, they will have no effect on the outcome of this proposal. Broker non-votes will not impact the
results of the vote on executive compensation, but will be counted for purposes of determining whether there is a quorum.
The
Board recommends a vote FOR the approval, on a non-binding advisory basis, of the compensation of the Company’s Named
Executive Officers, as described in the compensation tables and narrative discussion set forth in this proxy statement.
|
1
Under the Israeli Companies Law of 1999 (the “
Companies Law
”) , in general, a person will be deemed to
be a controlling shareholder if the person has the power to direct the activities of the Company, other than by reason of being
a director or other office holder of the Company, and you are deemed to have a personal interest if any member of your immediate
family (spouse, sibling, parent, grandparent or each of the foregoing with respect to your spouse or their spouse) has a personal
interest in the adoption of the proposal. In addition, you are deemed to have a personal interest if a company, other than the
Company, that is affiliated with you has a personal interest in the adoption of the proposal. Such company is a company in which
you or a member of your immediate family serves as a director or chief executive officer, has the right to appoint a director
or the chief executive officer, or owns 5% or more of the outstanding shares. You are also deemed to have a personal interest
if you are voting another person’s shares pursuant to a proxy provided by a shareholder who has a personal interest in the
said resolution, even if you do not have a personal interest in the said resolution.
ITEM
NO. 2- SALARY INCREASE TO MR. SHLOMI COHEN,
A
DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
In
August 2015, we entered into an employment agreement with Mr. Cohen with respect to Mr. Cohen’s employment as the Chief
Executive Officer of the Company and its subsidiaries starting August 11, 2015, in consideration of a monthly gross salary of
New Israeli Shekels (“
NIS
”) 90,000 and other standard benefits. On November 30, 2016, the Compensation Committee
and the Board approved a ten percent increase to Mr. Cohen’s monthly gross salary effective December 1, 2016 and on February
6, 2017, the Compensation Committee and the Board approved an additional ten percent increase to Mr. Cohen’s salary effective
January 1, 2017, so that Mr. Cohen’s current monthly salary is equal to NIS 108,900.
On
October 11, 2018, following a review of Mr. Cohen’s performance the Compensation Committee and the Board approved an additional
ten percent increase to Mr. Cohen’s monthly gross salary effective January 1, 2019, so that Mr. Cohen’s monthly gross
salary shall be NIS 119,790. The said monthly gross salary is within the framework of the Compensation Policy of the Company.
The
following is a summary of the main current terms of the employment of Mr. Shlomi Cohen:
Title:
|
Chief Executive Officer
|
|
|
Gross Monthly Salary:
|
As stated above.
|
|
|
Bonus:
|
An amount equal to 12 months’ salary, subject to the Company’s Compensation Policy.
|
|
|
Equity:
|
Currently Mr. Cohen has options to acquire 540,000 Ordinary
Shares of the Company. As of October 1, 2018, 326,667 of such options are vested.
Additional options to purchase up to 100,000 ordinary shares
may be granted on an annual basis to promote retention and as an incentive. The issuance of such options will be subject to the
discretion and approval of both the Company’s Compensation Committee and the Board.
Mr. Cohen, like all of our incumbent Named Executive Officers
and our directors, is entitled to acceleration of the vesting of any unvested share options and restricted shares in the event
of a change of control of the Company.
|
|
|
Term
|
The term of the employment is for an unlimited duration.
|
|
|
Termination:
|
Either party may terminate the agreement without cause upon
prior written notice of 6 months.
The Company may immediately terminate the agreement with cause.
|
|
|
Vacation Days:
|
Mr. Cohen is entitled to 24 vacation days, with respect to each 12 months period of continuous employment with the Company.
|
|
|
Other Terms:
|
Mr. Cohen is entitled to other rights and benefits, such as the use of a Company car and cellular phone, reimbursement of expenses, contributions towards a vocational study fund (“Keren Hishtalmut”), meals at the Company’s facilities (the value of which shall be grossed up), and other rights granted to employees under applicable Israeli labor laws, such as convalescence pay (“Dmei-Havraa”) and sick leave.
|
For
additional information see “Summary Compensation Table” on page 7 below and the description of our employment agreement
with Mr. Shlomi Cohen on page 9 below.
Our
Compensation Committee and Board believe that the aforesaid compensation is designed to provide incentives and rewards for both
our short-term and long-term performance, and is structured to motivate Mr. Cohen to meet our objectives, thereby maximizing total
return to shareholders.
Therefore,
it is proposed that the following resolution be adopted at the Meeting:
“
RESOLVED
,
to approve the salary increase of Mr. Cohen and all other terms and provisions of his compensation terms, as described above in
this proxy statement
.”
Required
Vote
The
affirmative vote of a majority of the Ordinary Shares voting on the matter is required to approve this resolution, provided either
(i) included in such majority is at least a majority of the Ordinary Shares of shareholders who are non-controlling
2
shareholders nor having a personal interest in said resolution; or (ii) the total number of Ordinary Shares of shareholders specified
in clause (i) who voted against this resolution does not exceed two percent of the voting rights in the Company. Since abstentions
are not considered votes cast, they will have no effect on the outcome of this proposal. Broker non-votes will not impact the
results of the vote on executive compensation, but will be counted for purposes of determining whether there is a quorum.
The
Board recommends a vote FOR the approval of the compensation terms of the Company’s Chief Executive Officer, Mr. Shlomi
Cohen, as described above in this proxy statement.
|
2
See footnote 1 above.
ITEM
NO. 3 - APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM AND
AUTHORIZATION
OF AUDIT COMMITTEE DETERMINATION OF REMUNERATION
Our
Audit Committee and Board have recommended that Somekh Chaikin, a member of KPMG International (“
Somekh Chaikin
”),
be re-appointed as our independent registered public accounting firm to perform the audit of our consolidated financial statements
until the 2019 annual general meeting of shareholders. Somekh Chaikin confirmed that they have no relationship with the Company
or with any affiliate of the Company, except as auditors. A representative of Somekh Chaikin is not expected to be present at
the Meeting.
Shareholder
approval of the appointment of Somekh Chaikin as our independent registered public accounting firm until the 2019 annual general
meeting of shareholders, is required under the Companies Law. Our Audit Committee and Board believe that such appointment is appropriate
and in the best interests of the Company and its shareholders. Shareholder approval is further necessary under the Companies Law
in order to delegate the authority to fix the remuneration of our independent registered public accounting firm. Subject to the
approval of this proposal, the Board, with the recommendation of our Audit Committee, will fix the remuneration of Somekh Chaikin
in accordance with the volume and nature of their services to the Company.
Proposed
Resolution
It
is proposed that the following resolution be adopted at the Meeting:
“
RESOLVED
,
to appoint Somekh Chaikin, a member of KPMG International, as our independent registered public accounting firm until the 2019
annual general meeting of shareholders,
and to authorize the Board, upon the recommendation of our Audit Committee,
to determine the remuneration of Somekh Chaikin in accordance with the volume and nature of their services.
”
Required
Vote
The
affirmative vote of a majority of the Ordinary Shares voting on the matter is required to approve this resolution. Abstentions
will have no effect on the outcome of this proposal. Because this is a routine matter, there will not be any broker non-votes.
The
Board recommends a vote FOR the approval of the appointment of Somekh Chaikin as our independent registered public accounting
firm until the 2019 annual general meeting of shareholders, and the authorization of the Board, upon the recommendation of
our Audit Committee, to determine their remuneration in accordance with the volume and nature of their services.
|
ITEM
NO. 4 - PRESENTATION OF 2017 FINANCIAL STATEMENTS
The
Company’s financial information for the year ended December 31, 2017, is contained in our Annual Report, available at www.sec.gov
(where the contents of the SEC’s website are not part of this proxy statement).
At
the Meeting, the Company will review the audited consolidated financial statements for the year ended December 31, 2017, and will
answer appropriate questions relating thereto.
No
vote will be required regarding this item.
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 September 30, 2018 (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 (as defined under Item 402 of Regulation S-K under the Exchange Act); and (4) all of
our directors and our current executive officers as a group.
All
information with respect to the ownership of any of the below shareholders has been furnished by such shareholder and, unless
otherwise indicated below, we believe that 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, if and 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 41,294,377 Ordinary Shares outstanding as of September 30, 2018. Unless
otherwise indicated, the address of each of the individuals named below is: c/o On Track Innovations Inc., Z.H.R. Industrial Zone,
P.O. Box 32, Rosh Pina, Israel.
Name
of beneficial owner
|
|
Position
|
|
Number
of Shares Beneficially Owned
|
|
|
%
of Class
of Shares
|
|
Shlomi
Cohen(1)
|
|
Chief
Executive Officer and Director
|
|
|
381,605
|
|
|
|
*
|
|
Yishay
Curelaru
|
|
Chief
Financial Officer
|
|
|
0
|
|
|
|
*
|
|
Nehemia
Itay (2)
|
|
VP
of Hardware Engineering
|
|
|
139,564
|
|
|
|
*
|
|
Amir
Eilam (3)
|
|
VP,
Research & Development
|
|
|
18,333
|
|
|
|
*
|
|
James
Scott Medford (4)
|
|
Director
|
|
|
20,000
|
|
|
|
*
|
|
Michael
Soluri (5)
|
|
Director
|
|
|
10,000
|
|
|
|
*
|
|
William
C. Anderson III (6)
|
|
Director
|
|
|
120,000
|
|
|
|
*
|
|
Donna
Seidenberg Marks (7)
|
|
Director
|
|
|
33,333
|
|
|
|
*
|
|
All
current executive officers and directors as a group (6 persons)
|
|
|
|
|
589,938
|
|
|
|
1.4
|
%
|
5%
Shareholders
|
|
|
|
|
|
|
|
|
|
|
Jerry
L. Ivy Jr. (8)
|
|
Shareholder
|
|
|
4,029,475
|
|
|
|
9.8
|
%
|
(1)
|
Includes
54,938 Ordinary Shares held by Mr. Cohen and options held by Mr. Cohen to purchase 326,667 Ordinary Shares currently exercisable
or exercisable within 60 days of this table.
|
|
|
(2)
|
Includes
89,564 Ordinary Shares held by Mr. Itay and options held by Mr. Itay to purchase 50,000 Ordinary Shares currently exercisable
or exercisable within 60 days of this table.
|
|
|
(3)
|
Includes
options held by Mr. Eilam to purchase 18,333 Ordinary Shares currently exercisable or exercisable within 60 days of this table.
|
|
|
(4)
|
Includes
10,000 Ordinary Shares held by Mr. Medford and options held by Mr. Medford to purchase 10,000 Ordinary Shares currently exercisable
or exercisable within 60 days of this table.
|
|
|
(5)
|
Includes options held by Mr. Soluri to purchase 10,000 Ordinary Shares currently exercisable or exercisable within 60 days of this table.
|
(6)
|
Includes 60,000 Ordinary Shares held by Mr. Anderson and options held by Mr. Anderson to purchase 60,000 Ordinary Shares currently exercisable or exercisable within 60 days of this table.
|
(7)
|
Includes
options held by Mr. Marks to purchase 33,333 Ordinary Shares currently exercisable or exercisable within 60 days of this table.
|
|
|
(8)
|
Information
is based solely on Schedule 13G/A filed by Mr. Ivy with the SEC on January 25, 2018. Mr. Ivy’s address is 2125 1
st
Ave., Seattle, WA 98121.
|
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 Secretary, On Track Innovations Ltd., Z.H.R. Industrial Zone, Rosh Pina, Israel, 1200000, 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.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Summary
Compensation Table
The
following table sets forth the compensation earned during the years ended December 31, 2017 and 2016 by (i) our Chief Executive
Officer, (ii) former Chief Financial Officer, (iii) our VP of Hardware Engineering; (iv) or VP, Research & Development; and
(v) our former General Counsel and Corporate Secretary (collectively, the “
Named Executive Officers
”). Certain
of these officers are included solely to comply with Israeli law.
Name and
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock-based Awards
|
|
|
Non-equity Incentive Plan Compensation
|
|
|
All other Compensation
|
|
|
Total
|
|
Principal Position
|
|
Year
|
|
($) (1)
|
|
|
($)
|
|
|
($) (2)
|
|
|
($)
|
|
|
($) (3)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shlomi Cohen
|
|
2017
|
|
|
416,917
|
|
|
|
36,302
|
|
|
|
81,000
|
|
|
|
279,526
|
|
|
|
72,548
|
|
|
|
886,293
|
|
Chief Executive Officer (4)
|
|
2016
|
|
|
301,109
|
|
|
|
78,738
|
|
|
|
61,200
|
|
|
|
163,328
|
|
|
|
58,930
|
|
|
|
663,305
|
|
Nehemia Itay
|
|
2017
|
|
|
157,809
|
|
|
|
-
|
|
|
|
-
|
|
|
|
27,251
|
|
|
|
44,575
|
|
|
|
229,635
|
|
VP of Hardware Engineering (5)
|
|
2016
|
|
|
139,713
|
|
|
|
10,263
|
|
|
|
9,900
|
|
|
|
25,547
|
|
|
|
43,487
|
|
|
|
228,911
|
|
Amir Eilam
|
|
2017
|
|
|
141,231
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,350
|
|
|
|
48,390
|
|
|
|
214,970
|
|
VP, Research & Development (6)
|
|
2016
|
|
|
128,055
|
|
|
|
9,089
|
|
|
|
13,200
|
|
|
|
23,765
|
|
|
|
46,062
|
|
|
|
220,171
|
|
Yishay Curelaru
|
|
2017
|
|
|
141,289
|
|
|
|
3,322
|
|
|
|
-
|
|
|
|
31,971
|
|
|
|
46,935
|
|
|
|
223,517
|
|
Former Chief Financial Officer (7)
|
|
2016
|
|
|
118,338
|
|
|
|
7,915
|
|
|
|
36,500
|
|
|
|
20,524
|
|
|
|
43,842
|
|
|
|
227,119
|
|
Tamir Ben-Yoseph
|
|
2017
|
|
|
102,254
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,110
|
|
|
|
141,364
|
|
Former General Counsel and Corporate Secretary (8)
|
|
2016
|
|
|
94,215
|
|
|
|
7,811
|
|
|
|
31,800
|
|
|
|
19,444
|
|
|
|
36,220
|
|
|
|
189,490
|
|
(1)
|
Salary
payments which were in NIS were translated into U.S. Dollars according to the annual average exchange rate of 3.60 NIS per
U.S. Dollar in 2017 and 3.84 NIS per U.S. Dollar in 2016.
|
(2)
|
The
fair value recognized for the option awards was determined as of the grant date in accordance with FASB ASC Topic 718 (see
Note 9B to our consolidated financial statements included elsewhere in our Annual Report).
|
(3)
|
This
cost reflects social benefits (as required under applicable Israeli law), car expenses and termination payments.
|
(4)
|
The
2017 “All Other Compensation” of Mr. Cohen, as shown in the table above, is comprised of $21,668 of car expenses
and $50,880 of social benefits. The 2016 “All Other Compensation” of Mr. Cohen, as shown in the table above, is
comprised of $20,309 of car expenses and $38,621 of social benefits.
|
|
|
(5)
|
The
2017 “All Other Compensation” of Mr. Itay, as shown in the table above, is comprised of $18,334 of car expenses
and $26,241 of social benefits. The 2016 “All Other Compensation” of Mr. Itay, as shown in the table above, is
comprised of $20,309 of car expenses and $23,178 of social benefits.
|
|
|
(6)
|
The
2017 “All Other Compensation” of Mr. Eilam, as shown in the table above, is comprised of $18,334 of car expenses
and $30,056 of social benefits. The 2016 “All Other Compensation” of Mr. Eilam, as shown in the table above, is
comprised of $20,309 of car expenses and $25,753 of social benefits.
|
(7)
|
The
2017 “All Other Compensation” of Mr. Curelaru, as shown in the table above, is comprised of $18,334 of car expenses
and $23,831 of social benefits. The 2016 “All Other Compensation” of Mr. Curelaru, as shown in the table above,
is comprised of $20,309 of car expenses and $23,533 of social benefits.
|
|
|
(8)
|
The
2017 “All Other Compensation” of Mr. Ben-Yoseph, as shown in the table above, is comprised of $15,279 of car expenses
and $28,601 of social benefits. The 2016 “All Other Compensation” of Mr. Ben-Yoseph, as shown in the table above,
is comprised of $15,232 of car expenses and $20,988 of social benefits.
|
All
of the incumbent Named Executive Officers mentioned in the table above and our directors are entitled to acceleration of the vesting
of any unvested share options and restricted shares in the event of a change of control of the Company.
Pension,
Retirement or Similar Benefit Plans
Except
as required by applicable law (relating to severance payments to Israeli employees), none of our current officers or employees
are entitled to receive any payments upon termination of employment.
Executive
Officers Compensation Policy
In
accordance with requirements and limitations set forth in the Companies Law, we adopted a Compensation Policy, which was formulated
by our Compensation Committee, approved by our Board and recommended to our shareholders, which approved the adoption of the Compensation
Policy at our annual general meeting held on December 6, 2013. Pursuant to the provisions of the Companies Law, on December 15,
2016, an Amended and Restated Compensation Policy was approved at our annual general meeting.
The
Compensation Policy sets rules and guidelines with respect to our compensation strategy for executive officers, and is designed
to provide for the retention of, and to attract, highly qualified executives. The Policy is designed to balance competitive compensation
of executive officers with our financial resources, while creating appropriate incentives considering, inter alia, risk management
factors arising from our business, executive compensation benchmarks used in the industry, our size (including without limitation,
sales volume and number of employees), the nature of our business and our then current cash flow situation, in order to promote
our long-term goals, work plan, policies and the interests of our shareholders.
The
Compensation Policy is designed to allow us to create a full compensation package for each of our executives based on common principles.
With respect to variable compensation components, the Compensation Policy is designed to allow us to consider each executive’s
contribution in achieving our short-term and long-term strategic goals and in maximizing its profits from long-term perspective
and in accordance with the executive’s position.
The
Compensation Policy further provides for an annual performance bonus payable to executive officers. The payment of such bonus
is tied to long-term corporate performance, rather than short-term stock market performance. Bonuses are paid in accordance with
specific performance targets and based, among others, upon the following factors: (i) the Company’s achievement of certain
financial performance metrics, consisting of annual revenue targets, EBITDA target, each based on our annual budget; (ii) achievement
by the respective executive of certain predetermined objectives; and (iii) other discretionary considerations, taking into account
tangible and intangible performance factors, including the executive’s relative contribution to the Company.
Bonus
payments shall not exceed, in the case of a Chief Executive Officer, an aggregate amount equivalent to 12 months’ base salary,
and for other executive officers, an aggregate amount equivalent to nine months’ base salary of the respective executive.
Employment
Agreements
We
maintain written employment and related agreements with all of our current executive officers. These agreements provide for monthly
salaries and contributions by us to executive insurance and vocational studies funds. The employment agreements of certain executive
officers provide for the achievement of an annual bonus, as described above. In addition, we may decide to grant our executive
officers stock options from time to time. All of our executive officers’ employment and related agreements contain provisions
regarding noncompetition, confidentiality of information and assignment of inventions. The enforceability of covenants not to
compete in Israel is unclear.
We
have the following written agreements and other arrangements concerning compensation with our current executive officers:
(1)
|
Agreement
with Shlomi Cohen.
We entered into an employment agreement with Mr. Cohen, effective August 2, 2015, which
provides that Mr. Cohen will enter into office as the Chief Executive Officer of the Company and its subsidiaries on August
11, 2015, in consideration of a monthly gross salary of NIS 90,000 and other standard benefits. On November 30, 2016, our
Compensation Committee and our Board approved a ten percent increase to Mr. Cohen’s salary effective December 1, 2016.
On February 6, 2017, our Compensation Committee and our Board approved an additional ten percent increase to Mr. Cohen’s
salary effective January 1, 2017 and on October 11, 2018 our Compensation Committee and our Board approved an additional ten
percent increase subject to shareholder approval. See Item No. 2 above. In addition, and pursuant to the employment agreement,
in 2015 Mr. Cohen received options to purchase 200,000 Ordinary Shares of the Company, with an exercise price of $0.75 per
Ordinary Share. The options are subject to a three year vesting period, so that 66,334 options vested on July 31, 2016, 66,333
options vested on July 31, 2017 and an additional 66,333 options vested on July 31, 2018, all subject to the terms and provisions
of the Company’s Plan. In addition, on February 14, 2016, Mr. Cohen received additional options to purchase 40,000 Ordinary
Shares of the Company with an exercise price of $0.44 per Ordinary Share. The options are subject to a three year vesting
period, so that 13,333 options vested on February 3, 2017, 13,333 options vested on February 3, 2018 and an additional 13,334
options will vest on February 3, 2019, all subject to the terms and provisions of the Company’s Plan. In addition, on
March 22, 2016, Mr. Cohen received additional options to purchase 100,000 Ordinary Shares of the Company with an exercise
price of $0.84 per Ordinary Share. The options are subject to a three year vesting period, so that 33,333 options vested on
March 22, 2017, 33,333 options vested on March 22, 2018, and an additional 33,334 options will vest on March 22, 2019, all
subject to the terms and provisions of the Company’s Plan. On February 6, 2017, Mr. Cohen received additional options
to purchase 100,000 Ordinary Shares of the Company with an exercise price of $1.58 per Ordinary Share. The options are subject
to a three year vesting period, so that 33,333 options vested on February 6, 2018, 33,333 options will vest on February 6,
2019, and an additional 33,334 options will vest on February 6, 2020, all subject to the terms and provisions of the Company’s
Plan. Finally, on January 1, 2018, Mr. Cohen received additional options to purchase 100,000 Ordinary Shares of the Company
with an exercise price of $1.33 per Ordinary Share. The options are subject to a three year vesting period, so that 33,333
options will vest on January 1, 2019, 33,333 options will vest on January 1, 2020, and an additional 33,334 options will vest
on January 1, 202, all subject to the terms and provisions of the Company’s Plan. Additional options to purchase up
to 100,000 Ordinary Shares may be granted on an annual basis to promote retention and as an incentive. The issuance of such
options will be subject to the discretion and approval of both the Company’s Compensation Committee and the Board of
Directors. According to the employment agreement Mr. Cohen is eligible to receive an annual bonus in an amount up to 12 months’
gross base salary. The employment agreement is for an unlimited duration, provided that each party may terminate it without
cause upon serving the other party a written notice of six months, prior to termination. On November 2, 2015, the general
meeting of shareholders approved Mr. Cohen’s terms of employment.
|
(2)
|
Agreement
with Assaf Cohen
. We entered into an employment agreement with Mr. Cohen, dated July 19, 2015, which provided that
Mr. Cohen shall act as the Company’s controller and deputy Chief Financial Officer. On February 27, 2018, Mr. Cohen
was promoted and appointed as the Company’s Chief Financial Officer, and accordingly, on March 19, 2018, we entered
into a new employment agreement with Mr. Cohen. The new employment agreement provides that Mr. Cohen shall serve as the Company’s
and its subsidiaries’ Chief Financial Officer starting February 27, 2018, in consideration of a monthly gross base salary
(commencing March 1, 2018) of NIS 30,000 and other standard benefits and NIS 35,000 and other standard benefits commencing
January 1, 2019. In addition, Mr. Cohen shall be eligible to receive an annual bonus in an amount up to four months’
gross base salary, subject to the Company’s Compensation Policy. Mr. Cohen’s employment shall be for an unspecified
term and either party may terminate the employment agreement upon 2 months advance notice as long as the notice is provided
by December 31, 2018 and 3 months thereafter. On November 11, 2015, Mr. Cohen received options to purchase 10,000 shares of
the Company with an exercise price of $0.74 per Ordinary Share. The options are subject to a three year vesting period, so
that 3,334 options vested on November 11, 2016, 3,333 options vested on November 11, 2017, and an additional 3,333 options
will vest on November 11, 2018, all subject to the terms and provisions of the Company’s 2001 Share Option Plan. On
November 30, 2016, Mr. Cohen received options to purchase 15,000 shares of the Company with an exercise price of $1.07 per
Ordinary Share. The options are subject to a three year vesting period, so that 5,000 options vested on November 30, 2017,
5,000 options will vest on November 30, 2018, and an additional 5,000 options will vest on November 30, 2019, all subject
to the terms and provisions of the Company’s 2001 Share Option Plan. On November 28, 2017, Mr. Cohen received options
to purchase 15,000 shares of the Company with an exercise price of $1.21 per Ordinary Share. The options are subject to a
three year vesting period, so that 5,000 options will vest on November 28, 2018, 5,000 options will vest on November 28, 2019,
and an additional 5,000 options will vest on November 28, 2020, all subject to the terms and provisions of the Company’s
2001 Share Option Plan.
|
Outstanding
Equity Awards At Fiscal Year-End
The
following table shows options to purchase our ordinary shares outstanding on December 31, 2017 held by each of our Named Executive
Officers (as of December 31, 2017, Mr. Tamir Ben-Yoseph did not own any options).
Number of Securities
Underlying Unexercised Option Awards
|
Name
|
|
Number of securities underlying unexercised options (#) exercisable
|
|
|
Number of securities underlying unexercised options (#) unexercisable
|
|
|
Option exercise price($)
|
|
|
Option expiration date
|
Shlomi Cohen (1)
|
|
|
133,334
|
|
|
|
66,666
|
|
|
$
|
0.75
|
|
|
11/02/2020
|
|
|
|
13,333
|
|
|
|
26,667
|
|
|
$
|
0.44
|
|
|
02/14/2021
|
|
|
|
33,333
|
|
|
|
66,667
|
|
|
$
|
0.84
|
|
|
03/22/2021
|
|
|
|
-
|
|
|
|
100,000
|
|
|
$
|
1.58
|
|
|
02/06/2022
|
Yishay Curelaru (2)
|
|
|
8,000
|
|
|
|
-
|
|
|
$
|
2.36
|
|
|
05/13/2019
|
|
|
|
6,667
|
|
|
|
3,333
|
|
|
$
|
0.74
|
|
|
11/11/2020
|
|
|
|
13,333
|
|
|
|
26,667
|
|
|
$
|
0.84
|
|
|
03/22/2021
|
|
|
|
8,333
|
|
|
|
16,667
|
|
|
$
|
1.07
|
|
|
11/30/2021
|
Nehemia Itay (3)
|
|
|
30,000
|
|
|
|
-
|
|
|
$
|
1.46
|
|
|
07/20/2018
|
|
|
|
10,000
|
|
|
|
-
|
|
|
$
|
2.36
|
|
|
05/13/2019
|
|
|
|
5,000
|
|
|
|
10,000
|
|
|
$
|
1.07
|
|
|
11/30/2021
|
Amir Eilam (4)
|
|
|
-
|
|
|
|
5,000
|
|
|
$
|
1.68
|
|
|
01/01/2020
|
|
|
|
6,666
|
|
|
|
13,334
|
|
|
$
|
1.07
|
|
|
11/30/2021
|
(1)
|
On
November 2, 2015, 200,000 options were granted to Mr. Cohen under the 2001 Stock Option Plan, as amended, or the 2001 Plan.
The options vest in three equal annual installments, commencing July 31, 2016. On February 14, 2016, 40,000 options were granted
to Mr. Cohen under the 2001 Plan. The options vest in three equal annual installments, commencing February 3, 2017. On March
22, 2016, 100,000 options were granted to Mr. Cohen under the 2001 Plan. The options vest in three equal annual installments,
commencing March 22, 2017. On February 6, 2017, 100,000 options were granted to Mr. Cohen under the 2001 Plan. The options
vest in three equal annual installments, commencing February 6, 2018.
|
|
|
(2)
|
On
May 13, 2014, 8,000 options were granted to Mr. Curelaru under the 2001 Plan. The options vest in three equal annual installments,
commencing May 13, 2015. On November 11, 2015, 10,000 options were granted to Mr. Curelaru under the 2001 Plan. The options
vest in three equal annual installments, commencing November 11, 2016. On March 22, 2016, 40,000 options were granted to Mr.
Curelaru under the 2001 Plan. The options vest in three equal annual installments, commencing March 22, 2017. On December
15, 2016, 25,000 options were granted to Mr. Curelaru under the 2001 Plan. The options vest in three equal annual installments,
commencing November 30, 2017.
|
|
|
(3)
|
On
July 20, 2013, 30,000 options were granted to Mr. Itay under the 2001 Plan. The options vest in three equal annual installments,
commencing July 20, 2014. On May 13, 2014, 10,000 options were granted to Mr. Itay under the 2001 Plan. The options vest in
three equal annual installments, commencing May 13, 2015. On December 15, 2016, 15,000 options were granted to Mr. Itay under
the 2001 Plan. The options vest in three equal annual installments, commencing November 30, 2017.
|
|
|
(4)
|
On
January 1, 2015, 15,000 options were granted to Mr. Eilam under the 2001 Plan, out of which 10,000 options were exercised
by Mr. Eilam as of December 31, 2017. The options vest in three equal annual installments, commencing January 1, 2016. On
November 30, 2016, 20,000 options were granted to Mr. Eilam under the 2001 Plan. The options vest in three equal annual installments,
commencing November 30, 2017.
|
Director
Compensation for 2017
The
following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director
who was not a Named Executive Officer during the fiscal year ended December 31, 2017:
Name
|
|
Fees Earned or Paid in Cash
($) (1)
|
|
|
Option Awards
($) (2)
|
|
|
Total
($)
|
|
William C. Anderson III
|
|
|
31,685
|
|
|
|
13,936
|
|
|
|
45,621
|
|
Donna Seidenberg Marks
|
|
|
31,177
|
|
|
|
-
|
|
|
|
31,177
|
|
James Scott Medford
|
|
|
25,064
|
|
|
|
13,936
|
|
|
|
39,000
|
|
Michael Soluri
|
|
|
29,763
|
|
|
|
13,936
|
|
|
|
43,699
|
|
(1)
|
This
column represents the sums that our non-executive directors received according to the Israeli regulations as an annual fee
as well as for attending Board and Board committee meetings.
|
(2)
|
The
fair value recognized for the option awards was determined as of the grant date in accordance with FASB ASC Topic 718 (see Note
9B to our consolidated financial statements included elsewhere in our Annual Report).
|
As
of December 31, 2017, our non-executive directors held options to purchase our Ordinary Shares as follows:
Name
|
|
Aggregate number of shares Underlying stock options
|
|
William C. Anderson III
|
|
|
80,000
|
|
Donna Seidenberg Marks
|
|
|
50,000
|
|
James Scott Medford
|
|
|
30,000
|
|
Michael Soluri
|
|
|
30,000
|
|
During
2017, we reimbursed our directors for expenses incurred in connection with attending Board meetings and committee meetings and
provided the following compensation for directors: annual compensation of $17,692; meeting participation fees of $917 per in-person
meeting; meeting participation by telephone of $550 per meeting; and $458 per written resolution.
Our
executive directors do not receive additional separate compensation for their service on the Board or any committee of the Board.
During 2017, our non-executive directors were reimbursed for their expenses for each board meeting and committee meeting attended
and in addition received the foregoing compensation with respect to attendance in such meetings. The aggregate amount paid by
us to our non-executive directors for their service during 2017 was $119,709.
See
“Security Ownership of Certain Beneficial Owners and Management” for information on beneficial ownership of our shares
by our directors and executive officers. We have no outstanding loans to any of our directors or executive officers.
Certain
Relationships and Related Person Transactions; and Director Independence
Our
policy is to enter into transactions with related parties on terms that are on the whole no less favorable to us than those that
would be available from unaffiliated parties at arm’s length.
Agreements
with Directors and Officers
We
have entered into employment agreements with all of our executive officers as mentioned above. In addition, we have granted options
to purchase our Ordinary Shares to our officers, as mentioned elsewhere in this proxy statement.
Other
than described above, none of our directors, executive officers of 5% shareholders has any relationship with the Company besides
serving as directors.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We
have engaged Somekh Chaikin, a member form of KPMG International, as our principal independent registered public accounting firm
until the 2018 annual general meeting. Under Item No. 3 above, we are seeking shareholder approval to appoint Somekh Chaikin
until our 2019 annual general meeting.
Our
Audit Committee is generally responsible for the oversight of our independent auditors’ work. The Audit Committee’s
policy is to pre-approve all audit and non-audit services provided by Somekh Chaikin. These services may include audit services,
audit-related services, tax services and other services, as further described below. The Audit Committee sets forth the basis
for its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting
forth a specific budget for such services. Additional services may be pre-approved by the Audit Committee on an individual basis.
Once services have been pre-approved, Somekh Chaikin and our management then report to the Audit Committee on a periodic basis
regarding the extent of services actually provided in accordance with the applicable pre-approval, and regarding the fees for
the services performed.
Our
Audit Committee pre-approved all audit and non-audit services provided to us and to our subsidiaries during the periods listed
below. The Audit Committee approves discrete projects on a case-by-case basis that may have a material effect on our operations
and also considers whether proposed services are compatible with the independence of the independent auditors.
Pursuant
to our pre-approval policy, the Audit Committee pre-approves and delegates to our Chairman of the Board the authority to approve
the retention of ad-hoc audit and non-audit services from our independent auditors, beyond the scope approved by the Audit Committee
as part of the annual audit plan.
Principal
Accountant Fees and Services
The
following fees were billed by Somekh Chaikin, a member firm of KPMG International, and affiliate firms for professional services
rendered thereby for the years ended December 31, 2017 and 2016 (in thousands):
|
|
2017
|
|
|
2016
|
|
Audit Fees (1)
|
|
$
|
179
|
|
|
$
|
167
|
|
Audit-Related Fees (2)
|
|
|
-
|
|
|
|
-
|
|
Tax Fees (3)
|
|
$
|
19
|
|
|
$
|
13
|
|
All Other Fees (4)
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
198
|
|
|
$
|
180
|
|
(1)
|
The
audit fees for the years ended December 31, 2017 and 2016, are the aggregate fees billed or billable (for the year) for the
professional services rendered for the audits of our 2017 and 2016 annual consolidated financial statements, review of consolidated
quarterly financial statements of 2017 and 2016, and services that are normally provided in connection with statutory audits
of us and our subsidiaries, consents and assistance with review of documents filed with the SEC.
|
|
|
(2)
|
No
audit-related fees were incurred.
|
|
|
(3)
|
Tax
fees are the aggregate fees billed (in the year) for professional services rendered for tax compliance and tax advice other
than in connection with the audit.
|
|
|
(4)
|
No
other fees were incurred.
|
SHAREHOLDER
PROPOSALS FOR 2019 ANNUAL MEETING
Shareholders
who wish to present proposals appropriate for consideration at our 2019 Annual Meeting of Shareholders (the “
2019 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 June 18, 2019, in order for the proposal to be considered for inclusion in our proxy statement
and form of proxy relating to the 2019 Annual Meeting. Shareholders who wish to present proposals appropriate for consideration
at the 2019 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 September 3, 2019 in order for
the proposal to be considered for inclusion in our proxy statement and form of proxy relating to the 2019 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 Secretary.
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 2019 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 Secretary in proper form
at the address set forth above so that it is received by our Secretary 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 Secretary, Ms. Ye’ela Haggai-Levy, by e-mail addressed to yeela@otiglobal.com,
by mail addressed to c/o Company Secretary, On Track Innovations Ltd., Z.H.R. Industrial Zone, Rosh Pina, Israel, 1200000, or
by telephone at +011 972-4-6868000. Shareholders sharing an address and currently receiving a single copy may contact the Secretary
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 Secretary 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
,
NOVEMBER 17
, 2018, A
T 5:00 P.M. ISRAEL TIME (10:00 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 of Directors
|
|
|
|
/s/
Ye’ela Haggai-Levy
|
|
Adv.
Ye’ela Haggai-Levy
|
|
General
Counsel and Secretary
|
Rosh
Pina, Israel
October
15, 2018
ON
TRACK INNOVATIONS LTD.
Z.H.R. INDUSTRIAL ZONE
P.O. BOX 32
ROSH
PINA, ISRAEL 1200000
|
|
VOTE
BY INTERNET -
www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until Saturday, November
17, 2018 at 5:00 P.M. Israel Time, which is Saturday, November 17, 2018 at 10:00 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 Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 1200000
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, 2 and 3.
|
|
1.
|
To
consider and approve by a non-binding advisory vote, the compensation of our named executive officers as described in the
accompanying proxy statement.
|
|
For
☐
|
Against
☐
|
Abstain
☐
|
|
|
|
|
|
|
|
|
1a.
|
Please
mark YES if you are a controlling shareholder or have a personal interest in resolution 1 above, as such terms are defined
in the proxy statement of the company. Please mark NO if you are not. IF YOU DO NOT MARK ONE OF THE BOXES YOU WILL BE DEEMED
TO BE A CONTROLLING SHAREHOLDER AND/OR HAVE A PERSONAL INTEREST IN THE SAID RESOLUTION.
|
|
Yes
☐
|
No
☐
|
|
|
|
|
|
|
|
|
|
2.
|
To
approve a salary increase to Mr. Shlomi Cohen, a director and Chief Executive Officer of the Company.
|
|
For
☐
|
Against
☐
|
Abstain
☐
|
|
|
|
|
Yes
|
No
|
|
|
2a.
|
Please mark YES if you are a controlling shareholder or have a personal interest in resolution 2 above, as such terms are defined in the proxy statement of the company. Please mark NO if you are not. IF YOU DO NOT MARK ONE OF THE BOXES YOU WILL BE DEEMED TO BE A CONTROLLING SHAREHOLDER AND/OR HAVE A PERSONAL INTEREST IN THE SAID RESOLUTION.
|
|
☐
|
☐
|
|
|
3.
|
To appoint Somekh Chaikin, a member
of KPMG International, as our independent registered public accounting firm until the 2018 annual meeting of shareholders, and
to authorize the Company’s board of directors, upon the recommendation of our Audit Committee, to determine the remuneration of
Somekh Chaikin in accordance with the volume and nature of their services.
|
|
For
☐
|
Against
☐
|
Abstain
☐
|
|
Yes
|
No
|
|
|
|
|
|
Please indicate if
you plan to attend this meeting.
|
☐
|
☐
|
|
|
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 Annual Meeting:
The
Notice & Proxy Statement and Form 10-K 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.
Annual
Meeting of Shareholders
November
20, 2018
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 Shlomi Cohen 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 Annual Meeting
of Shareholders of the Company (the “
Shareholders Meeting
”) to be held at the Company’s offices at Z.H.R. Industrial
Zone, Rosh Pina, Israel on Tuesday, November 20, 2018, at 5:00 p.m., Israel Time, and any adjournment thereof, 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 receipt of the Notice of an Annual 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. IF THIS PROXY CARD IS EXECUTED BUT
NO INSTRUCTION IS GIVEN WITH RESPECT TO PROPOSALS NO. 1, 2 AND 3 SPECIFIED HEREIN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED
WILL BE CAST “FOR” PROPOSALS NO. 1, 2 AND 3.
Continued
and to be signed on the reverse side
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Jun 2024 to Jul 2024
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Jul 2023 to Jul 2024