(i)
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notice and proxy statement with respect to the Company’s annual general meeting of shareholders (the “Meeting”)
to be held at 6:00 p.m. (Israel time), on July 31, 2023, at the Company’s offices at 6 Yitzhak Sadeh St., Tel Aviv, Israel, describing proposals to be voted upon at the Meeting, the procedure for voting in person or by proxy at the Meeting
and various other details related to the Meeting; and
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(ii)
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a proxy card for use in connection with the Meeting.
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MONDAY.COM LTD.
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By:
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/s/ Shiran Nawi
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Name: Shiran Nawi
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Title: Chief People and Legal Officer
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99.1 |
99.2 |
1. |
to re-elect Mr. Eran Zinman and Mr. Aviad Eyal as Class II directors, to serve until the Company's annual general meeting of shareholders in 2026, and until their successors are duly elected
and qualified; and
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2. |
to re-appoint Brightman, Almagor and Zahar, a member firm of Deloitte Touche Tohmatsu Limited, as our independent registered public accounting firm for the year ending December 31, 2023 and
until the next annual general meeting of shareholders, and to authorize the Company's board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
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Tel-Aviv, Israel
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By Order of the Board of Directors,
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June 26, 2023
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/s/ Jeff Horing,
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Chair of the Board of Directors |
1. |
to re-elect Mr. Eran Zinman and Mr. Aviad Eyal as Class II directors, to serve until the Company's annual general meeting of shareholders in 2026, and until their successors are duly elected
and qualified; and
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2. |
to re-appoint Brightman, Almagor and Zohar, a member firm of Deloitte Touche Tohmatsu Limited, as our independent registered public accounting firm for the year ending December 31, 2023 and
until the next annual general meeting of shareholders, and to authorize the Board of Directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
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•
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each person or entity known by us to own beneficially 5% or more of our outstanding Shares;
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•
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each of our directors and executive officers; and |
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all of our executive officers and directors as a group.
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Principal Shareholders |
Number of Shares
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Percentage
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Insight Partners (1)
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13,721,287
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28.4
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%
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Sonnipe Limited (2)
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4,246,368
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8.8
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%
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Directors and Executive Officers
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Roy Mann (3)
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5,679,224
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11.8
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%
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Eran Zinman (4)
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2,229,850
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4.6
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%
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Eliran Glazer (5)
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31,880
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*
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Daniel Lereya (6)
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86,492
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*
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Yoni Osherov (7)
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74,410
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*
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Shiran Nawi (8)
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50,775
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*
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Avishai Abrahami (9)
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960,120
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2.0
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%
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Aviad Eyal (10)
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260,184
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*
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Jeff Horing (11)
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1,192
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*
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Ronen Faier (12)
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795
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*
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Gili lohan (13)
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795
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*
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All directors and executive officers as group (11 persons)
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9,375,717
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19.4
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%
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(1) |
Based on the Schedule 13G filed by Insight Venture Partners IX, L.P. with the SEC on February 14, 2023, includes: (i) 5,530,268 ordinary shares held of record by Insight Venture Partners IX, L.P. ("Insight IX
LP"), (ii) 110,517 ordinary shares held of record by Insight Venture Partners IX (Co-Investors), L.P. ("Insight Co- Investors"), (iii) 2,748,012 ordinary shares held of record by Insight Venture Partners (Cayman) IX, L.P. ("Insight
Cayman"), (iv) 585,860 ordinary shares held of record by Insight Venture Partners (Delaware) IX, L.P. ("Insight Delaware"), (v) 379,038 ordinary shares held of record by Grace Software Cross Fund Holdings, L.P. ("Grace") and (vi)
4,367,592 ordinary shares held of record by IG Aggregator, L.P. ("IGA"). Insight Holdings Group, LLC ("Holdings") is the sole shareholder of each of Insight Venture Associates IX, Ltd. ("IVA IX Ltd."), Insight Venture Associates X, Ltd.
("IVAX Ltd.") and Insight Associates XI, Ltd. ("IA XI Ltd."). IVA IX Ltd. is the general partner of Insight Venture Associates IX, L.P. ("IVA IX LP"), which is the general partner of Insight IX, LP, Insight Cayman, Insight Delaware and
Insight Co-Investors (collectively "Fund IX"). IVAX Ltd. is the general partner of Insight Venture Associates X, L.P. ("IVAX LP"), which is the general partner of IGA. IA XI Ltd. is the general partner of Insight Associates XI, L.P. ("IA
XI LP"), which is the manager of Grace Software Holdings II GP, LLC ("Grace LLC"). Grace LLC is the general partner of Grace Software Cross Fund Holdings, L.P. ("Grace LP"). The address of Insight Venture Partners IX, L.P. is 1114 Avenue
of the Americas, 36th Floor, New York, New York 10036.
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(2) |
Based on the Schedule 13G filed by Sonnipe Limited. with the SEC on January 30, 2023, includes: 4,246,368 Ordinary Shares held of record by Sonnipe Limited. The address for this entity is Clinch's House, Lord St, Douglas, Isle of Man, IM99
1RZ.
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(3) |
Consists of (i) 5,661,691 ordinary shares held of record by Roy Mann and (ii) 17,533 ordinary shares subject to options held by Roy Mann that are exercisable within 60 days of May 31, 2023.
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(4) | Consists of (i) 2,212,317 ordinary shares held of record by Eran Zinman and (ii) 17,533 ordinary shares subject to options held by Eran Zinman that are exercisable within 60 days of May 31, 2023. |
(5) | Consists of (i) 2,100 ordinary shares held of record by Eliran Glazer, and (ii) 29,780 ordinary shares subject to options held by Eliran Glazer that are exercisable within 60 days of May 31, 2023. |
(6) | Consists of (i) 1,839 ordinary shares held of record by Daniel Lereya, and (ii) 84,653 ordinary shares subject to options held by Daniel Lereya that are exercisable within 60 days of May 31, 2023. |
(7) | Consists of (i) 2,003 ordinary shares held of record by Yoni Osherov, and (ii) 72,407 ordinary shares subject to options held by Yoni Osherov that are exercisable within 60 days of May 31, 2023. |
(8) |
Consists of (i) 1,288 ordinary shares held of record by Shiran Nawi,,and (ii) 49,487 ordinary shares subject to options held by Shiran Nawi that are exercisable within 60 days of May 31, 2023.
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(9) | Consists of (i) 360,620 ordinary shares held of record by Avishai Abrahami, (ii) 99,500 ordinary shares subject to options held by Avishai Abrahami that are exercisable within 60 days of May 31, 2023, and (iii) 500,000 ordinary shares held of record by Wix.com Ltd. Mr. Abrahami is the Chief Executive Officer and Co- Founder of Wix.com Ltd. and may therefore be deemed to be the indirect beneficial owner of the ordinary shares owned directly by Wix.com Ltd. |
(10) |
Consists of 260,184 ordinary shares held of record by Aviad Eyal.
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(11) |
Consists of 1,192 ordinary shares held of record by Jeff Horing.
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(12) |
Consists of 795 ordinary shares held of record by Ronen Faier.
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(13) |
Consists of 795 ordinary shares held of record by Gili lohan.
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•
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Transparency and Trust. Transparency, data accessibility, and trust allow us to reduce complexity, ensure that we are all working towards the same goal, and increase accountability and
ownership. Transparency is a tool that helps us harness our collective intelligence and eliminate politics and bureaucracy.
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•
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Customer-Centricity. We have achieved leading benchmarks for customer service, answering tickets at faster-than- industry-average response times. We prioritize customer satisfaction over
our potential short-term gains, and we believe that when our customers win, we win.
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•
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Product-first. We believe that a product should work for the customer and not the other way around. Every feature is designed to be intuitive and accessible, as evidenced by the fact that
more than 70% of our customers work in traditionally non-tech industries.
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•
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Ownership and Impact. We empower our employees to make their own decisions so that they can maximize their impact. We believe autonomy allows our employees to move faster, be more
efficient and learn from their own mistakes.Speed and Execution. Speed is the key to success in everything we do. We constantly push ourselves to learn fast, gain a first-mover advantage and deliver quickly. As we continue to scale, our
ability to execute and adapt quickly will continue to give us a competitive edge.
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•
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lnclusivity. Diversity, belonging, and inclusion are rooted in the core of our Company. We celebrate individuality together as a team. We have embedded
inclusivity not only within the Company's values, but also within the platform, providing a user experience open to everyone.
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Eran Zinman is our Co-Founder and has served as our Co-Chief Executive Officer since November 2020 after having served as our Chief Technology
Officer between 2012 and 2020. Mr. Zinman has also served as a member of our board of directors since March 2018. Mr. Zinman previously served as the Research and Development Manager at the founding team of Conduit Mobile (now Como) at
Conduit Ltd. from 2010 to 2012. Mr. Zinman is the Co-Founder of Othersay and served as its Chief Executive Officer from 2009 to 2010. Mr. Zinman holds a B.Sc. in Computer Science and Electrical Engineering from Tel Aviv University,
Israel.
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Aviad Eyal has served as a member of our board of directors since June 2014. Mr. Eyal is the Co-Founder of Entree Capital and has served as
its Managing Partner since 2009.Prior to that, Mr. Eyal co-founded and built a number of successful startups over a span of 18 years. Mr. Eyal currently serves on the board of directors of several
privately held companies, including Broadlume Inc. since 2019; BlueWhite Robotics Ltd. since 2019 and Rivery Ltd. since 2021. He has also served on the board of directors of Prospa Group Ltd. (ASX:PGL) since 2012. Mr. Eyal holds a B.Sc.
Engineering degree from the University of Natal, South Africa. Mr. Eyal was selected to the Forbes Europe Midas list of top 25 VCs for the past four years.
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"RESOLVED, that each of Eran Zinman and Aviad Eyal be re-elected as a Class II director, to serve until the 2026 annual general meeting of shareholders and until their successors have been duly elected and qualified, or until their office is vacated in accordance with the Company's Articles of Association or the Companies Law." |
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Our audit committee and Board of Directors have approved the appointment of Brightman, Almagor and Zohar, a member firm of Deloitte Touche Tohmatsu Limited, as our independent registered
public accountants for the year ending December 31, 2023, subject to the approval of our shareholders.
The following table sets forth the total fees that were paid by the Company and its subsidiaries to the Company's independent auditors, Brightman, Almagor and Zohar, a member firm of
Deloitte Touche Tohmatsu Limited, in each of the previous two fiscal years:
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2022 |
2021 | |||||||
(in thousands) | ||||||||
Audit fees (1)
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$
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650
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$
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450
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Audit-related fees (2)
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-- |
800
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Tax fees (3)
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99
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124
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Total
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$
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749
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$
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1,374
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(1) |
"Audit fees" consist of professional services provided in connection with the audit of our annual consolidated financial statements and the review of our unaudited quarterly consolidated financial statements.
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(2) |
"Audit-related fees" consist of services in connection with our Initial Public Offering.
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(3) |
''Tax fees" consist of fees for professional services for tax compliance, tax advice, and tax audits. These services include consultation on tax matters and assistance regarding federal, state, and international tax compliance.
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"RESOLVED, to re-appoint Brightman, Almagor and Zohar, a member firm of Deloitte Touche Tohmatsu Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2023 and until the next
annual general meeting of shareholders, and to authorize the Company's Board of Directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors in accordance with the volume and nature of their
services."
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Tel-Aviv, Israel
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By Order of the Board of Directors,
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June 26, 2023
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/s/ Jeff Horing,
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Chair of the Board of Directors |
MONDAY.COM LTD.
6 YITZHAK SADEH ST.
TEL AVIV, 6777506, ISRAEL
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VOTE ELECTRONICALLY VIA WEB PORTAL - www.proxyvote.com or scan the QR
Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 p.m. ET on July 30, 2023. Have your proxy card in hand when
you access the website and follow the instructions to obtain your records and to create
an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials,
you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow
the instructions above to vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m. ET on July 30, 2023. 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 in the postage-paid envelope we
have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V19837-P96855
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KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY |
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MONDAY.COM LTD.
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The Board of Directors recommends you vote FOR each of the following nominees:
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For
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Against
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Abstain
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1a.
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To re-elect Mr. Eran Zinman as a Class II director, to serve until the Company’s annual general meeting of shareholders in 2026, and until his successor is duly elected and qualified, as
described in the Proxy Statement.
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☐
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☐
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☐
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1b.
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To re-elect Mr. Aviad Eyal as a Class II director, to serve until the Company’s annual general meeting of shareholders in 2026, and until his successor is duly elected and qualified, as
described in the Proxy Statement.
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☐
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☐
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☐
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2.
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To re-appoint Brightman, Almagor and Zohar, a member firm of Deloitte Touche Tohmatsu Limited, as the Company’s independent registered public accounting firm for the year ending December 31,
2023 and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors, as described in the Proxy
Statement.
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☐
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☐
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☐
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Yes | No | |||||||||||||
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Please indicate if you plan to attend this meeting.
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☐
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☐
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Please sign exactly as your name(s) appear(s) on the Proxy. If held in joint tenancy, the shareholder named first in the Company’s register must sign. Trustees, Administrators, etc., should include title and
authority. Corporations should provide full corporate name by duly authorized officer, giving full title as such. Partners should provide full partnership name by authorized person. PLEASE BE SURE TO RETURN THE ENTIRE PROXY.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date |
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MONDAY.COM LTD.
6 YITZHAK SADEH ST.
TEL AVIV, 6777506, ISRAEL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 2023
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Roy Mann, Eran Zinman and Eliran Glazer, and each of them, as agent and proxy for the undersigned,
with full power of substitution, to vote with respect to all of the ordinary shares, no par value (the “Ordinary Shares”), of monday.com Ltd. (the “Company”), held of record by the undersigned at the close of business on June 22, 2023, at
the Annual General Meeting of Shareholders of the Company to be held at the Company's offices at 6 Yitzhak Sadeh St., Tel Aviv, 6777506, Israel, on July 31, 2023, at 6:00 p.m. (Israel time) and at any and all adjournments or postponements
thereof (the “Meeting”), with all power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as described below.
The Ordinary Shares represented by this proxy card, when properly executed, will be voted in the manner directed. To the extent permitted by law and applicable stock exchange requirements,
if no instructions to the contrary are indicated, the Ordinary Shares will be voted “FOR” the re-election of each of Eran Zinman and Aviad Eyal as Class II directors and “FOR” the re-appointment of Brightman, Almagor and Zohar, a member
firm of Deloitte Touche Tohmatsu Limited, as the Company’s independent registered public accountants for the year ending December 31, 2023, and the authorization of the Board of Directors to set the fees to be paid to such auditors, and in
accordance with the discretion of the proxies on such other matters as may properly come before the Meeting. This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other
business which may properly come before the Meeting or any adjournments or postponements thereof.
The undersigned acknowledges receipt of the proxy statement relating to the Meeting.
Any and all proxies heretofore given by the undersigned are hereby revoked.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
Address changes and comments can be directed to monday.com Ltd.'s Investor Relation Department at Ir@monday.com
(Continued and to be signed on the reverse side)
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