MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of 2016 Equity Compensation Plan
On November 15, 2017, Micronet Enertec Technologies, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”).At the 2017 Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2014 Stock Incentive Plan (the “2014 Incentive Plan”), increasing the number of shares of Common Stock available for issuance thereunder from 100,000 to 200,000, and an amendment to the Company’s 2012 Stock Incentive Plan (the “2012 Incentive Plan”), increasing the number of shares of Common Stock available for issuance thereunder from 1,000,000 to 3,000,000.
The Company’s officers and directors are among the persons eligible to receive awards under each of the 2014 Incentive Plan and the 2012 Incentive Plan, in accordance with the terms and conditions thereunder. Detailed summaries of the 2014 Incentive Plan and the 2012 Incentive Plan are set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2017 Annual Meeting filed with the Securities and Exchange Commission on October 3, 2017 (the “Proxy Statement”) under the caption “Proposal 3: Approval of Amendment to 2014 Stock Incentive Plan” and “Proposal 4: Approval of Amendment to 2012 Stock Incentive Plan,” which summaries are incorporated herein by reference.
That detailed summary of each of the amendments to the 2014 Incentive Plan and 2012 Incentive Plan are qualified in their entirety by reference to the full text of the amendments to the 2014 Incentive Plan and 2012 Incentive Plan, copies of which are attached as Exhibit A and Exhibit B, respectively, to the Company’s Definitive Proxy Statement on Schedule 14A filed on October 3, 2017 and incorporated herein by reference.
Item 5.02.Submission of Matters to a Vote of Security Holders.
As disclosed above, the Company held its annual meeting of stockholders on November 15, 2017. The results of the stockholder voting at the 2017 Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors.
The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Each nominee received the following votes:
Director Name | For | Withheld |
Broker Non-Votes |
David Lucatz | 2,832,020 | 412,406 | 2,346,577 |
Chezy Ofir | 2,668,437 | 575,989 | 2,346,577 |
Jeffrey P. Bialos | 2,669,488 | 574,938 | 2,346,577 |
Miki Balin | 2,668,447 | 575,979 | 2,346,577 |
Proposal No. 2 — Ratification of the selection of Ziv Haft, a BDO Member firm, as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.
For | Against | Abstain |
Broker Non-Votes |
5,252,290 | 317,224 | 21,469 | N/A |
Proposal No. 3 — To amend the Company’s 2014 Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder from 100,000 to 200,000.
For | Against | Abstain |
Broker Non-Votes |
2,601,672 | 638,229 | 4,525 | 2,346,577 |
Proposal No. 4 — To amend the Company’s 2012 Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder from 1,000,000 to 3,000,000.
For | Against | Abstain |
Broker Non-Votes |
2,560,582 | 672,319 | 11,525 | 2,346,577 |
Proposal No. 5 — Advisory vote to approve the compensation of the Company’s named executive officers.
For | Against | Abstain |
Broker Non-Votes |
2,747,621 | 488,204 | 8,601 | 2,346,577 |
The results reported above are final voting results.
About MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT)
Micronet Enertec Technologies, Inc. (Micronet Enertec) operates through Israel-based companies, which include Enertec Systems 2001 Ltd (Enertec), its subsidiary, and Micronet Ltd (Micronet), which develops, manufactures, integrates and markets rugged computers, tablets and computer-based systems and instruments for the commercial, defense and aerospace markets. The Company’s segments include defense and aerospace segment, and mobile resource management (MRM). The Company’s products, solutions and services are designed to perform in severe environments and battlefield conditions. Micronet operates in the commercial mobile resource management market and is a developer, manufacturer and provider of mobile computing platforms, designed for integration into fleet management and mobile workforce management solutions. Enertec operates in the defense and aerospace markets. Enertec designs, develops and manufactures computer based instruments and aerospace electronic solutions.