On April 4, 2019, Top Image Systems Ltd. (TIS or the Company) held an Extraordinary General Meeting of Shareholders (the shareholder meeting). The Company filed its Definitive Proxy Statement for the proposals voted on at the shareholder meeting with the Securities and Exchange Commission on March 12, 2019.

As of the close of business on March 5, 2019, the record date for the shareholder meeting, there were 18,483,715 ordinary shares outstanding and entitled to vote. The 9,854,622 shares that were present in person or by proxy represented 53.3% of the total outstanding shares entitled to vote at the shareholder meeting, and therefore a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the shareholder meeting is set forth below:

1. Proposal to approve the acquisition of TIS by Kofax, Inc., including the approval of (i) the Agreement and Plan of Merger, dated as of February 3, 2019, by and among TIS, Kofax, Inc., Kofax Holdings International Ltd., and Tornely Ltd. (the merger agreement), (ii) the merger contemplated by the merger agreement (the merger), (iii) the consideration to be received by shareholders of TIS in the merger and (iv) all other transactions contemplated by the merger agreement.

The proposal was approved, having received for” votes from a majority of the votes entitled to be cast at the shareholder meeting.

The number of votes cast with respect to this proposal was as follows:

There were no broker held non-voted ordinary shares represented at the shareholder meeting with respect to this proposal.

2. Proposal to approve, on a non-binding, advisory basis, of certain compensation that may be paid or become payable to TISs executive officers in connection with the merger and the agreements and understandings to which such compensation may be paid or become payable.

The proposal was approved, having received “for” votes from a majority of the votes duly cast at the shareholder meeting.

The number of votes cast with respect to this proposal was as follows:

There were no broker held non-voted ordinary shares represented at the shareholder meeting with respect to this proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

2

TOP IMAGE SYSTEMS LTD Exhibit
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 Exhibit 99.1   –           Top Image Systems Shareholders Approve Acquisition by Kofax   TEL AVIV,…
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About Top Image Systems Ltd. (NASDAQ:TISA)

Top Image Systems Ltd. (TIS) is a developer and marketer of intelligent content capture and workflow automation solutions for managing and validating incoming content in any format from any source. The Company’s solutions deliver digital content to the people and applications that drive an enterprise by using advanced network, mobile and cloud technologies. Its products integrate information regardless of the source and format of the data, whether structured, as in the case of application forms or surveys, or semi-structured, such as invoices, purchase orders, checks, freight and shipping bills, and others or unstructured. Its software minimizes the need for manual data entry by automatically capturing, reading, understanding, identifying, processing, classifying and routing the information contained in documents. Its mobiFLOW software development kit (SDK) is a multi-purpose mobile capture and processing platform that enables capture of any document of any size using a mobile device.