Mellanox Technologies, Ltd. (NASDAQ:MLNX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 salary increase, and accordingly any contributions to
Israeli severance, pension and education funds shall be made
based on the updated base salary, and 2017 cash bonus to be paid
to Eyal Waldman, President and Chief Executive Officer of
Mellanox Technologies, Ltd. (the Company).
Israeli severance, pension and education funds shall be made
based on the updated base salary, and 2017 cash bonus to be paid
to Eyal Waldman, President and Chief Executive Officer of
Mellanox Technologies, Ltd. (the Company).
Following the approval of the Companys Compensation Committee
(the Committee) and its Board of Directors (the Board), at the
Companys 2017 Annual General Meeting of Shareholders held on
April 25, 2017 (the Meeting), the Companys shareholders approved
Proposal No. 2, by the requisite majority required under the
Israeli Companies Law, 1999 (the Israeli Companies Law),
providing for (i) an increase in the annual base salary of Mr.
Waldman from $570,000 to $610,000 effective retroactively from
April 1, 2017, and accordingly any contribution to Israeli
severance, pension and education funds shall be made based on the
updated base salary and (ii) a cash bonus to be paid to Mr.
Waldman in the amount of $270,000 for services rendered for the
fiscal year ended December 31, 2016, to the Companys annual
discretionary cash bonus compensation program.
(the Committee) and its Board of Directors (the Board), at the
Companys 2017 Annual General Meeting of Shareholders held on
April 25, 2017 (the Meeting), the Companys shareholders approved
Proposal No. 2, by the requisite majority required under the
Israeli Companies Law, 1999 (the Israeli Companies Law),
providing for (i) an increase in the annual base salary of Mr.
Waldman from $570,000 to $610,000 effective retroactively from
April 1, 2017, and accordingly any contribution to Israeli
severance, pension and education funds shall be made based on the
updated base salary and (ii) a cash bonus to be paid to Mr.
Waldman in the amount of $270,000 for services rendered for the
fiscal year ended December 31, 2016, to the Companys annual
discretionary cash bonus compensation program.
Approval of Equity Award to CEO.
Following the approval of the Committee and the Board, at the
Meeting, the Companys shareholders approved Proposal No. 3, by
the requisite majority required under the Israeli Companies Law,
the grant of 90,000 restricted share units (collectively, the
RSUs) to Mr. Waldman under the Companys Second Amended and
Restated Global Share Incentive Plan (2006). Such RSUs will vest
at the rate of one-fourth (1/4th) of the shares
subject to the grant of RSUs vesting on May 1, 2018, and the
remaining thereafter at the rate of one-sixteenth
(1/16th) of the original number of shares subject to
the grant of RSUs on the first day of each quarterly period of
August, November, February and May commencing August 1, 2018,
with the last one-sixteenth (1/16th) of the original
number of shares subject to the grant of RSUs vesting on May 1,
2021, so long as Mr. Waldman continues to provide services to the
Company.
Meeting, the Companys shareholders approved Proposal No. 3, by
the requisite majority required under the Israeli Companies Law,
the grant of 90,000 restricted share units (collectively, the
RSUs) to Mr. Waldman under the Companys Second Amended and
Restated Global Share Incentive Plan (2006). Such RSUs will vest
at the rate of one-fourth (1/4th) of the shares
subject to the grant of RSUs vesting on May 1, 2018, and the
remaining thereafter at the rate of one-sixteenth
(1/16th) of the original number of shares subject to
the grant of RSUs on the first day of each quarterly period of
August, November, February and May commencing August 1, 2018,
with the last one-sixteenth (1/16th) of the original
number of shares subject to the grant of RSUs vesting on May 1,
2021, so long as Mr. Waldman continues to provide services to the
Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, and in addition to the above-mentioned approvals,
the Companys shareholders voted on the following eight proposals
and approved them by the requisite majority required under the
Israeli Companies Law:
the Companys shareholders voted on the following eight proposals
and approved them by the requisite majority required under the
Israeli Companies Law:
Proposal No. 1: To elect seven directors, to the Board to serve
until the 2018 Annual General Meeting of Shareholders, or until
their respective successors have been elected and have qualified,
or until their earlier death, resignation or removal:
until the 2018 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
|
Non-Votes
|
|
|
Irwin Federman
|
35,318,811
|
314,098
|
14,738
|
4,566,986
|
|
Eyal Waldman
|
35,402,512
|
229,617
|
16,519
|
4,566,985
|
|
Dov Baharav
|
35,097,103
|
538,363
|
13,181
|
4,566,986
|
|
Shai Cohen
|
35,383,068
|
251,328
|
14,252
|
4,566,985
|
|
Glenda Dorchak
|
35,152,326
|
481,680
|
14,641
|
4,566,986
|
|
David Perlmutter
|
35,382,292
|
252,003
|
14,352
|
4,566,986
|
|
Thomas Weatherford
|
35,312,061
|
321,934
|
14,653
|
4,566,985
|
Each of the above nominees was elected.
Proposal No. 2: To approve (i) an increase in the annual base
salary of Mr. Waldman from $570,000 to $610,000, effective
retroactively from April 1, 2017, and accordingly any
contribution to Israeli severance, pension and education funds
shall be made based on the updated base salary and (ii) a cash
bonus to be paid to Mr. Waldman in the amount of $270,000 for
services rendered for the fiscal year ended December 31, 2016, to
the Companys annual discretionary cash bonus compensation
program.
salary of Mr. Waldman from $570,000 to $610,000, effective
retroactively from April 1, 2017, and accordingly any
contribution to Israeli severance, pension and education funds
shall be made based on the updated base salary and (ii) a cash
bonus to be paid to Mr. Waldman in the amount of $270,000 for
services rendered for the fiscal year ended December 31, 2016, to
the Companys annual discretionary cash bonus compensation
program.
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
30,881,345
|
3,772,905
|
994,398
|
4,566,985
|
Proposal No. 2 was approved by the Companys shareholders by the
requisite majority required under the Israeli Companies Law.
requisite majority required under the Israeli Companies Law.
Proposal No. 3: To approve the grant of 90,000 RSUs to Mr.
Waldman, which RSUs vest at the rate of one-fourth
(1/4th) of the shares subject to the grant of RSUs
vesting on May 1, 2018, and the remaining thereafter at the rate
of one-sixteenth (1/16th) of the original number of
shares subject to the grant of RSUs on the first day of each
quarterly period of August, November, February and May commencing
August 1, 2018, with the last one-sixteenth (1/16th)
of the original number of shares subject to the grant of RSUs
vesting on May 1, 2021, so long as Mr. Waldman continues to
provide services to the Company.
Waldman, which RSUs vest at the rate of one-fourth
(1/4th) of the shares subject to the grant of RSUs
vesting on May 1, 2018, and the remaining thereafter at the rate
of one-sixteenth (1/16th) of the original number of
shares subject to the grant of RSUs on the first day of each
quarterly period of August, November, February and May commencing
August 1, 2018, with the last one-sixteenth (1/16th)
of the original number of shares subject to the grant of RSUs
vesting on May 1, 2021, so long as Mr. Waldman continues to
provide services to the Company.
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
31,068,087
|
4,316,618
|
263,943
|
4,566,985
|
Proposal No. 3 was approved by the Companys shareholders by the
requisite majority required under the Israeli Companies Law.
requisite majority required under the Israeli Companies Law.
Proposal No. 4: To approve, on an advisory basis, the
compensation of the Companys named executive officers, as
disclosed in the Compensation Discussion and Analysis section,
compensation tables and narrative discussion set forth in the
Companys 2017 annual shareholder proxy statement filed with the
U.S. Securities and Exchange Commission on March 22, 2017 on
Schedule 14A.
compensation of the Companys named executive officers, as
disclosed in the Compensation Discussion and Analysis section,
compensation tables and narrative discussion set forth in the
Companys 2017 annual shareholder proxy statement filed with the
U.S. Securities and Exchange Commission on March 22, 2017 on
Schedule 14A.
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
27,386,049
|
7,771,286
|
491,312
|
4,566,986
|
Proposal No. 4 received advisory approval by a majority of the
Companys shareholders.
Companys shareholders.
Proposal No. 5: To approve, on an advisory basis, the frequency
of future advisory votes to approve executive compensation.
of future advisory votes to approve executive compensation.
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Non-Votes
|
|
34,546,324
|
66,328
|
535,997
|
499,997
|
4,566,987
|
Proposal No. 5 received advisory approval by a majority of the
Companys shareholders for holding future advisory votes to
approve executive compensation every year.
Companys shareholders for holding future advisory votes to
approve executive compensation every year.
Proposal No. 6: To approve certain changes to the annual retainer
fees and equity awards to our non-employee directors.
fees and equity awards to our non-employee directors.
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
34,823,985
|
573,804
|
250,858
|
4,566,986
|
Proposal No. 6 was approved by the Companys shareholders by the
requisite majority required under the Israeli Companies Law.
requisite majority required under the Israeli Companies Law.
Proposal No. 7: To approve the Companys Second Amended and
Restated Global Share Incentive Plan (2006).
Restated Global Share Incentive Plan (2006).
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
32,141,721
|
3,480,242
|
26,684
|
4,566,986
|
Proposal No. 7 was approved by the Companys shareholders by the
requisite majority required under the Israeli Companies Law.
requisite majority required under the Israeli Companies Law.
Proposal No. 8: To approve the appointment of Kost Forer Gabbay
Kasierer, the Israel-based member of Ernst Young Global, as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017 and to authorize the
Companys audit committee to determine the accounting firms
remuneration in accordance with the volume and nature of their
services.
Kasierer, the Israel-based member of Ernst Young Global, as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017 and to authorize the
Companys audit committee to determine the accounting firms
remuneration in accordance with the volume and nature of their
services.
|
For
|
Against
|
Abstain
|
Non-Votes
|
|
39,988,937
|
203,806
|
22,890
|
Proposal No. 8 was approved by the Companys shareholders by the
requisite majority required under the Israeli Companies Law.
requisite majority required under the Israeli Companies Law.
About Mellanox Technologies, Ltd. (NASDAQ:MLNX)
Mellanox Technologies, Ltd. is a fabless semiconductor company. The Company designs, manufactures and sells interconnect products and solutions primarily based on the InfiniBand and Ethernet standards. The Company operates in the development, manufacturing, marketing and sales of interconnect products segment. Its products facilitate data transmission between servers, storage systems, communications infrastructure equipment and other embedded systems. It operates its business across the globe and offers products to customers at various levels of integration. The products it offers include integrated circuits (ICs), adapter cards, switch systems, cables, modules, software, services and accessories as an integral part of networking solution focused on computing, storage and communication applications used in multiple markets, including high-performance computing (HPC), Web 2.0, storage, financial services, enterprise data center (EDC) and cloud. Mellanox Technologies, Ltd. (NASDAQ:MLNX) Recent Trading Information
Mellanox Technologies, Ltd. (NASDAQ:MLNX) closed its last trading session up +0.62 at 47.20 with 5,717,857 shares trading hands.
