8-K

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): February 23, 2010

Ormat Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32347	No. 88-0326081
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

6225 Neil Road, Reno, Nevada	89511-1136
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01.	Financial Statements and Exhibits.
Signatures
Exhibit Index
Exhibit 99.1	Press Release of the Company dated February 24, 2010.
EX-99.1

2

INFORMATION TO BE INCLUDED IN THE REPORT

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

On February 23, 2010, the Board of Directors (the “Board”) of Ormat Technologies, Inc., (the “Company”) unanimously elected David Wagener as a new independent member of the Board, effective as of April 1, 2010, to fill the vacancy resulting from Jacob Worenklein’s resignation from the Board, effective March 31, 2010. On January 20, 2010, the Company filed a Current Report on Form 8-K in connection with Mr. Worenklein’s resignation from the Board.

The Board also appointed Mr. Wagener to the Board’s Nominating and Corporate Governance Committee, effective April 1, 2010.

Mr. Robert Clarke, who currently serves on the Board’s Nominating and Corporate Governance Committee, will resign from that committee and join the Board’s Audit Committee and Compensation Committee, as Mr. Worenklein’s replacement, effective April 1, 2010.

Mr. Wagener will be provided the following compensation for serving as a member of the Board and the Nominating and Corporate Governance Committee, which compensation is identical to the compensation paid to all of the Company’s non-employee directors:

Cash Compensation

• Base annual retainer of $25,000.

• Board meeting fee of $2,500 for each in-person meeting; $500 for each telephonic meeting; and $1,000 for telephonic participation in an in-person meeting.

• Committee meeting fee of $1,500 for each in-person meeting and $500 for each telephonic meeting.

• Reimbursement for transportation and lodging expenses actually incurred to attend meetings of the Board or committees.

Equity Compensation

• An initial grant of options to purchase 7,500 shares of the common stock of the Company at an exercise price equal to the NYSE closing price at the date of the grant, unless the Company’s financial results are released on that day, in which case the exercise price will be the NYSE closing price on the following day, exercisable 12 months after the grant date.

• Annually from the second year, a grant of options to purchase 7,500 shares of the common stock of the Company at an exercise price equal to the NYSE closing price at the date of the grant, unless the Company’s financial results are released

on that day, in which case the exercise price will be the NYSE closing price on the following day, exercisable 12 months after the grant date.

In addition to the above, the Company has entered into an indemnification agreement with Mr. Wagener that requires the Company to indemnify Mr. Wagener under certain circumstances for acts or omissions in connection with his service on the Board.

There are no understandings or arrangements between Mr. Wagener and any other person pursuant to which Mr. Wagener was elected as a director of the Board, and there are no reportable transactions under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release in connection with Mr. Wagener’s election to the Board, dated February 24, 2010, is furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

          99.1 Press Release of the Company dated February 24, 2010.

4

SIGNATURES

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

ORMAT TECHNOLOGIES, INC.
By:	/s/ Yehudit Bronicki
	Name:	Yehudit Bronicki
	Title:	Chief Executive Officer

Date: February 24, 2010

5

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
99.1	Press Release of the Company dated February 24, 2010.

6

EX-99.1

Exhibit 99.1

PRESS RELEASE

Ormat Technologies Contact:	Investor Relations Contact
Dita Bronicki	Todd Fromer / Marybeth Csaby
CEO	KCSA Strategic Communications
775-356-9029	212-896-1215 / 212-896-1236
dbronicki@ormat.com	tfromer@kcsa.com / mcsaby@kcsa.com

David Wagener To Join Ormat Technologies’
Board of Directors

Reno, Nevada, February 24, 2010 — Ormat Technologies, Inc. (NYSE: ORA) today announced the appointment of Mr. David Wagener of Wagener Capital Management as a new independent member of the Board of Directors of the Company.

Mr. Wagener will begin serving as a member of the Company’s Board of Directors on April 1, 2010 to fill the vacancy resulting from Jacob J. Worenklein’s resignation from the Board, effective March 31, 2010. Mr. Wagener will also serve as a member of the Board’s Nominating and Corporate Governance Committee, replacing Mr. Robert Clarke. Mr. Clarke will take over Mr. Worenklein’s position as a member of the Audit Committee and of the Compensation Committee, effective April 1, 2010.

“We are very happy to have David serve on our Board. His experience in the power/energy industry and his extensive project finance experience, as well as his overall financial knowledge will further enhance Ormat’s already strong Board,” said Dita Bronicki, Chief Executive Officer of Ormat. “We look forward to working with David to build upon our successes and believe his experience and vision will help Ormat execute its strategy and strengthen the Company’s position in the growing geothermal and renewable energy business.”

Since June 1995, Mr. Wagener, 55, has been Managing Partner of Wagener Capital Management. From 1990 to 1995, Mr. Wagener served as Director of the Public Utility & Telecommunications Group in the Investment Banking Division of Salomon Brothers, and from 1980 to 1990, he was Vice President of the Public Utility Group and Co-Head of the Independent Power Group in the Investment Banking Division of Goldman, Sachs & Co. Mr. Wagener has served on the Board of Directors of Centennial Power, a subsidiary of MDU Resources, and on the Board of Directors of Primary Energy, the parent of Primary Energy Recycling. He received his

Bachelor’s degree in 1976 from Harvard College, and his Master’s degree in Business Administration in 1980 from the University of Chicago.

About Ormat Technologies

Ormat Technologies, Inc. is the only vertically-integrated company primarily engaged in the geothermal and recovered energy power business. The Company designs, develops, owns and operates geothermal and recovered energy-based power plants around the world. Additionally, the Company designs, manufactures and sells geothermal and recovered energy power units and other power-generating equipment, and provides related services. The Company has more than four decades of experience in the development of environmentally-sound power, primarily in geothermal and recovered-energy generation. Ormat products and systems are covered by 75 U.S. patents. Ormat has built over approximately 1,200 MW of plants half for its own account and half as supplies to utilities and developers. Ormat’s current generating portfolio includes the following geothermal and recovered energy-based power plants: in the United States — Brady, Heber, Mammoth, Ormesa, Puna, Steamboat, OREG 1, OREG 2 and Peetz; in Guatemala — Zunil and Amatitlan; in Kenya — Olkaria III; and in Nicaragua — Momotombo.

Ormat’s Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat’s plans, objectives and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” as described in Ormat Technologies, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009.

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

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