On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 below, Mark Stolper (in addition to Dilip Singh) was
not re-elected as a director of On Track Innovations Ltd. (the
Company) at the Companys 2016 Annual General Meeting of
Shareholders (the 2016 Annual Meeting). As a result of the
fact that Mr. Stolper, who was a member of the Audit Committee,
was not re-elected as a director, the Company is currently not in
compliance with Listing Rule 5605(c)(2)(A) of the NASDAQ Stock
Market LLC (NASDAQ), which requires that the Companys Audit
Committee be comprised of at least three independent board
members.

Consistent with NASDAQ Listing Rule 5605(c)(4)(B), the Company
has a cure period in order to regain compliance with Listing Rule
5605(c)(2)(A) until the earlier of the Companys next Annual
General Meeting of Shareholders or December 15, 2017. The Company
intends to appoint a new independent director to the Audit
Committee to fill the vacancy created by Mr. Stolper not being
re-elected as a director, and the Company expects to comply with
NASDAQs Audit Committee composition requirements within the
specified cure period. The Company notified NASDAQ of its
noncompliance with the listing rule described above on December
16, 2016, which notification also specified the Companys reliance
on the cure period specified in NASDAQ Listing Rule
5605(c)(4)(B).

Adoption of Amended and Restated Compensation Policy for
Office Holders

On December 15, 2016, the Companyheld its 2016 Annual Meeting.At
the 2016 Annual Meeting, the Companys shareholders approved the
Company’s Amended and Restated Executive Officers Compensation
Policy (the Amended Plan).

The Companys officers and directors are among the persons
eligible to receive compensation awards under theAmended Plan in
accordance with the terms and conditions thereunder. A detailed
summary of theAmended Plan is set forth in the Companys
Definitive Proxy Statement on Schedule 14A for the 2016 Annual
Meeting filed with the Securities and Exchange Commission on
October 26, 2016 (the Proxy Statement) under the caption
Proposal No. 2 Adoption of the Amended and Restated Compensation
Policy for Companys Officer Holders, which summary is
incorporated herein by reference.

That detailed summary of the Amended Plan is qualified in its
entirety by reference to the full text of theAmended Plan a copy
of which is attached as Exhibit A2 to the Proxy Statement and
incorporated herein by reference.

As disclosed above, the Company held its 2016 Annual Meeting on
December 15, 2016. The final voting results are set forth below.
Shareholders voted on the following proposals:

Proposal No. 1 Election of Directors.

The votes cast with respect to the following directors of the
Company to hold office until the next general meeting of
shareholders following three years from the election were as
follows:

Proposal No. 2 Adoption of the Amended and Restated
Compensation Policy for Companys Officer Holders.

The shareholders approved the Amended Plan as described in the
Proxy Statement. The votes were as follows:

Included in such majority is a majority of the Ordinary Shares of
shareholders who are non-controllingshareholders nor having a
personal interest in the said resolution.

Proposal No. 3 Advisory Vote on the Compensation of the
Companys Named Executive Officers.

The shareholders approved, on a non-binding advisory basis, the
compensation of the Companys named executive officers listed in
the Summary Compensation Table appearing in the Proxy Statement
to Item 402 of Regulation S-K. The votes were as follows:

Included in such majority is a majority of the Ordinary Shares of
shareholders who are non-controllingshareholders nor having a
personal interest in the said resolution.

Proposal No. 4 Appointment of Auditors.

The shareholders approved the appointment of Somekh Chaikin,a
member of KPMG International,as the Company’s independent
registered public accounting firm until the 2017 annual meeting
of shareholders, and the authorization of the Board, upon the
recommendation of the Company’s Audit Committee, to determine
their remuneration in accordance with the volume and nature of
their services. The votes were as follows:

About On Track Innovations Ltd. (NASDAQ:OTIV)

On Track Innovations Ltd. is a developer of cashless payment solutions. The Company’s segments include Retail and Mass Transit, Petroleum, Parking and Other. The Company offers solutions for banking, mobile network operators, vending, mass transit, petroleum and parking. The Company provides its customers with training and installation support, customer service and technical support. Its PayEnable technology can be implemented into a range of products. Its Retail and Mass Transit products include TRIO mPOS, Pico BT, WAVE, WAVE PKI, oti SATURN 6700 UNO, oti SATURN 6500 TRIO and oti SCI 6000. It also offers otiMetry and oti CONNECT 3000. Its EasyFuel Plus solution is a wireless, cashless, cardless and paperless refueling tracking and payment solution. Its EasyPark set of parking solutions provides parking fee collection, parking payment enforcement and parking management solution. Its MediSmart solution is an information management and claims submission system for the medical sector.

On Track Innovations Ltd. (NASDAQ:OTIV) Recent Trading Information

On Track Innovations Ltd. (NASDAQ:OTIV) closed its last trading session up +0.02 at 1.23 with 373,026 shares trading hands.