8-K 1 mellanox2019agm-form8xk.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _____________

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 25, 2019
 _____________

Mellanox Technologies, Ltd.
(Exact name of registrant as specified in its charter)
 
Israel
 
001-33299
 
98-0233400
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

Beit Mellanox
Yokneam, Israel 2069200
(Address of Principal Executive Offices, including Zip Code)
+972-4-909-7200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Ordinary Shares, nominal value NIS 0.0175 per share
 
MLNX
 
The Nasdaq Global Market




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Approval of Fourth Restated Plan

Following the approval of the Compensation Committee (the “Compensation Committee”) of Mellanox Technologies, Ltd. (the “Company”) and the Company’s Board of Directors (the “Board”), at the Company’s 2019 annual general meeting of shareholders held on July 25, 2019 (the “Annual General Meeting”), the Company’s shareholders approved the Company’s Fourth Amended and Restated Global Share Incentive Plan (2006) (the “Fourth Restated Plan”) as set forth under Proposal Three in the Company’s definitive proxy statement on Schedule 14A for the Annual General Meeting filed with the U.S. Securities and Exchange Commission on June 21, 2019 (the “Proxy Statement”) by the requisite majority required under the Israeli Companies Law, 1999 (the “Israeli Companies Law”). The Fourth Restated Plan increases the ordinary shares reserved for issuance under the Third Amended and Restated Global Share Incentive Plan (2006) by an additional 1,960,000 shares to 6,427,000 shares plus any shares subject to issued and outstanding awards under certain of the Company’s prior equity plans that expire, are cancelled or otherwise terminate after March 14, 2016, the effective date of the first amendment and restatement of the Global Share Incentive Plan (2006). The Fourth Restated Plan also clarifies the treatment of performance-based awards upon the occurrence of a change in control of the Company. A summary of the terms of the Fourth Restated Plan is set forth under Proposal Three of the Proxy Statement. The summary of the terms of the Fourth Restated Plan is qualified in its entirety by reference to the Fourth Restated Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The Company held the Annual General Meeting on July 25, 2019. A total of 54,794,838 ordinary shares of the Company held by shareholders of record at the close of business on June 17, 2019 (the “Record Date”) were present and entitled to vote at the Annual General Meeting.

(b) At the Annual General Meeting, the Company’s shareholders voted on the following six proposals, including the above-mentioned approval:

Proposal One: To elect the 10 directors named in the Proxy Statement to the Board to serve until the 2020 annual general meeting of shareholders, or until their respective successors have been elected and have qualified, or until their earlier death, resignation or removal:




Nominees
 
For
Against
Abstain
Broker Non-Votes
Irwin Federman
30,290,226
213,283
48,524
9,400,102
Eyal Waldman
30,441,013
71,302
39,717
9,400,103
Glenda Dorchak
30,451,111
51,166
49,755
9,400,103
Amal M. Johnson
30,372,022
130,355
49,655
9,400,103
Jack Lazar
30,421,363
79,995
50,675
9,400,102
Jon A. Olson
30,453,447
47,833
50,752
9,400,103
Umesh Padval
30,305,418
198,352
48,262
9,400,103
David Perlmutter
30,454,624
52,736
44,672
9,400,103
Steve Sanghi
26,663,640
3,837,412
50,980
9,400,103
Gregory Waters
30,479,511
24,230
48,292
9,400,102

Each of the above nominees was elected.

Proposal Two: To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion set forth in the Proxy Statement.
For
Against
Abstain
Broker Non-Votes
29,848,998
634,364
68,669
9,400,104

Proposal Two was approved, on an advisory basis, by the Company’s shareholders by the requisite majority required under the Israeli Companies Law.

Proposal Three: To approve the Fourth Restated Plan, which amends and restates the Third Restated Plan to increase the number of ordinary shares reserved for issuance under such plan by an additional 1,960,000 shares to 6,427,000 shares and make certain other changes.
For
Against
Abstain
Broker Non-Votes
29,493,033
996,271
62,729
9,400,102

Proposal Three was approved by the Company’s shareholders by the requisite majority required under the Israeli Companies Law.




Proposal Four: To approve certain changes to the annual retainer fees and equity awards to the Company's non-employee directors.
For
Against
Abstain
Broker Non-Votes
27,128,729
3,357,563
65,739
9,400,104

Proposal Four was approved by the Company’s shareholders by the requisite majority required under the Israeli Companies Law.

Proposal Five: To approve the Company’s revised compensation philosophy, as required by the Israeli Companies Law.
For
Against
Abstain
Broker Non-Votes
30,011,574
487,666
52,791
9,400,104

Proposal Five was approved by the Company’s shareholders by the requisite majority required under the Israeli Companies Law.

Proposal Six: To appoint Kost Forer Gabbay & Kasierer, the Israel-based member of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and to authorize the Company's audit committee to determine the Company's accounting firm’s fiscal 2019 remuneration in accordance with the volume and nature of their services.
For
Against
Abstain
39,830,608
88,142
33,385

Proposal Six was approved by the Company’s shareholders by the requisite majority required under the Israeli Companies Law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: July 25, 2019    MELLANOX TECHNOLOGIES, LTD.
By:    /s/ Alinka Flaminia    
Name:    Alinka Flaminia
Title: 
Senior Vice President, General Counsel and Corporate Secretary