Allot Communications Ltd.
Allot Communications Ltd. (Form: 6-K, Received: 04/12/2017 14:01:39)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2017
Commission File Number: 001-33129

ALLOT COMMUNICATIONS LTD.
 (Translation of registrant’s name into English)

22 Hanagar Street
Neve Ne'eman Industrial Zone B
Hod-Hasharon 45240
Israel
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F ☒             Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___



EXPLANATORY NOTE

On or about March 29, 2017, Allot Communications Ltd. (the “Company”) first distributed a proxy statement (the “Proxy Statement”) and a proxy card relating to its Annual General Meeting of Shareholders to be held on April 27, 2017 (the “Meeting”) to all shareholders of record, as of the record date for the Meeting.
 
A supplement to the Proxy Statement (the “Supplement”) is furnished herewith as Exhibit 99.1. The Supplement contains an additional agenda item relating to the Meeting proposed by certain shareholders, jointly holding approximately 2.5% of the Company's outstanding shares as of the record date for the Meeting and the response of the Company's Board of Directors (the “Board”).  Because the requesting shareholders hold in the aggregate more than 1% of the Company’s issued and outstanding ordinary shares, the Company is required, under the Israel Companies Law, 5759-1999, to add the proposed additional agenda item to the Meeting's agenda, as set forth in the Supplement.
 
The requesting shareholders are solely responsible for the content of their proposal. The statement by the Board in opposition of this shareholder proposal is included in the Supplement. The Board recommends a vote AGAINST this proposal and stands by its recommendations as set forth in the Company's proxy statement dated March 29, 2017, which is available at the website of the Securities and Exchange Commission at https://www.sec.gov/Archives/edgar/data/1365767/000117891317000949/exhibit_99-1.htm .
 
A copy of a revised proxy card containing the proposed additional agenda item is furnished herewith as Exhibit 99.2.

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-140701, 333-149237, 333-159306, 333-165144, 333-172492, 333180770, 333-187406, 333-194833, 333-203028, 333-210420 and 333-216893) pertaining to the 2016 Incentive Compensation Plan of Allot Communications Ltd.


 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Allot Communications Ltd. 
 
       
 
By:
/s/ Rael Kolevsohn
 
   
Rael Kolevsohn
 
   
General Counsel
 

April 12, 2017

 
EXHIBIT INDEX
 
Exhibit Number
Description
   
99.1
Supplement to Proxy Statement Relating to the Meeting.
99.2
Revised Proxy Card.



Exhibit 99.1
 
ALLOT COMMUNICATIONS LTD.
 
SUPPLEMENT TO THE
PROXY STATEMENT FOR THE
2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
 
Dear Shareholder,
 
This Supplement relates to the Notice of the 2017 Annual Meeting of Shareholders of Allot Communications Ltd. (the “Company”) to be held on April 27, 2017 (the “Meeting”), as well as the proxy statement (the “Proxy Statement”) for the Meeting, which we filed with the Securities and Exchange Commission on March 29, 2017 and proxy card which we commenced mailing to our shareholders on March 29, 2017. On April 5, 2017, we received a request from shareholders jointly holding approximately 2.5% of the Company's outstanding shares, as of the record date for the Meeting, that the following proposed resolution be added to the agenda for the Meeting:
 
“RESOLVED, to elect Pedro Vazquez as a Class I director, to serve until the 2019 annual meeting of shareholders (or, if Proposal 1 is approved, until the 2018 annual meeting of shareholders), and until his successor has been elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.”
 
In accordance with the provisions of the Israel Companies Law, 5759-1999, because the requesting shareholders hold in the aggregate more than 1% of the Company’s issued and outstanding ordinary shares, we are required to add this proposed resolution to the agenda for the Meeting, which we are doing by means of this supplement (the “Supplement”). Except as provided in this Supplement, we are not amending or revising the Proxy Statement.
 
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is required to adopt the resolution.
 
Our Board of Directors (the “Board”) considered the proposed resolution and concluded that it is not in the best interests of the Company and our shareholders, for the following reasons:
 
·
The Board functions effectively and efficiently, and adding nominees proposed by relatively minor shareholders would adversely affect the ability of the Board to best serve the interests of all shareholders.  The Board’s nominees are experienced and knowledgeable individuals who are deeply committed to balancing the interests of all shareholders and who offer an appropriate combination of stability and innovation.    The Company’s independent compensation and nominating committee and its majority independent Board carefully vetted each of the Company’s nominees and concluded that they were suitable to lead the Company, build good corporate governance and exercise proper oversight of management.  Following the Meeting, assuming the election of all of the Company’s nominees, our Board will consist of seven members, six of whom will be independent under the listing standards of The Nasdaq Stock Market.
 
·
The proposing shareholders have provided no explanation why they made their proposal, why they believe that the election of their nominee is in the best interests of the Company and our shareholders, and why they believe that the election of their nominee will contribute to the functioning of the Board.
 
 
 
·
The proposing shareholders have not provided detailed information regarding the proposed nominee that would allow the Board and the Company’s independent compensation and nominating committee to evaluate his qualifications and suitability.
 
 
 
·
If the proposing shareholders and the nominee were seeking to act in the best interests of the Company and our shareholders, the Board would have expected them to have contacted the Company earlier to discuss the proposal and seek to work on a cooperative basis.
 

·
As set forth in the Proxy Statement, the Board is already proposing a nominee (Mr. Nadav Zohar) to fill the current vacant Class I directorship, and does not believe it necessary or beneficial to add an additional member of the Board at this time.
 
Accordingly, our Board unanimously recommends that you vote AGAINST the adoption of the foregoing resolution.
 
Enclosed please find a revised proxy card for the Meeting, which includes a place to vote on the new proposed resolution. Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, please sign, date and mail the enclosed proxy card in the envelope provided,  in accordance with the instructions on your proxy card (if you hold your shares in street name and the proxy card allows this), or vote through the Israel Securities Authority’s electronic voting system.
 
 
Sincerely,
   
 
/s/ Yigal Jacoby
 
Yigal Jacoby
 
Chairman of the Board of Directors

Hod Hasharon, Israel
April 12, 2017
 



Exhibit 99.2
 
PROXY
 
ALLOT COMMUNICATIONS LTD.
 
ANNUAL MEETING OF SHAREHOLDERS
 
TO BE HELD ON APRIL 27, 2017
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
The undersigned hereby appoints Yigal Jacoby, Alberto Sessa and Rael Kolevsohn, and each or any of them, proxies of the undersigned, with full power of substitution to vote all of the shares of Allot Communications Ltd., an Israeli company (the “ Company ”), which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel, on Thursday, April 27, 2017, at 2:30 p.m. local time or at any adjournment or postponement thereof, as shown on the voting side of this card.
 
This revised proxy is distributed in order to include the shareholder proposal detailed in proposal 10. The Company's Board of Directors recommends a vote “AGAINST” proposal 10. This proxy, when properly executed, will be voted as directed by the undersigned shareholder. If a choice is not specified, this proxy will be voted “FOR” proposals 1 through 9, “AGAINST” proposal 10 and in the discretion of the proxies with respect to all other matters which may properly come before the meeting and any and all adjournments thereof. In order for a vote on Proposal 3 to be counted, the voting shareholder must indicate whether or not he or she has a “personal interest” (as defined under the Israeli Companies Law, 5759-1999 (the “Companies Law”)) in the resolution under the relevant proposal or is a “controlling shareholder” (as defined under the Companies Law) by checking the appropriate box in Item 3A. If you fail to so indicate in Item 3A, your vote will not be counted in respect of that proposal. (PLEASE NOTE: A personal interest does not include a personal interest arising solely from the holding of shares in the Company).
 
Both this proxy and the proxy previously distributed by the Company on or about March 29, 2017 are valid. In the event that a shareholder delivers more than one (1) proxy, the latest proxy properly signed and delivered shall be deemed valid.
 
(Continued and to be signed on the reverse side.)
 

ANNUAL MEETING OF SHAREHOLDERS OF
 
ALLOT COMMUNICATIONS LTD.
 
April 27, 2017
 
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL :
The Notice of Meeting, Proxy Statement, and Proxy Card
are available at www.allot.com
 
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
 
i   Please detach along perforated line and mail in the envelope provided. i
 
 
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
 
 
FOR
AGAINST
ABSTAIN
 
 
FOR
AGAINST
ABSTAIN
1.
TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF ASSOCIATION TO PROVIDE FOR, AMONG OTHER THINGS, THE ELIMINATION OF THE DIFFERENT CLASSES OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, SO THAT THE TERM OF EACH DIRECTOR (OTHER THAN OUTSIDE DIRECTORS, WHO SHALL CONTINUE TO SERVE FOR FIXED THREE-YEAR TERMS IN ACCORDANCE WITH THE ISRAEL COMPANIES LAW, 5759-1999, AS AMENDED (THE “ISRAEL COMPANIES LAW”)) SHALL BE ONE (1) YEAR EACH, COMMENCING AS OF THE 2018 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY.
5.
SUBJECT TO THE APPROVAL OF PROPOSAL 4, TO APPROVE THE EQUITY COMPENSATION PAYABLE TO NADAV ZOHAR.
 
 
FOR
AGAINST
ABSTAIN
 
 
 
6.
TO APPROVE A GRANT OF 20,000 RESTRICTED STOCK UNITS TO EACH NEW DIRECTOR UPON HIS OR HER INITIAL ELECTION TO OUR BOARD.
 
 
 
 
 
 
FOR
AGAINST
ABSTAIN
 
 
 
 
7.
TO REELECT ITSIK DANZIGER AS A CLASS II DIRECTOR, TO SERVE UNTIL THE 2020 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY’S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW.
 
 
       
   
FOR
AGAINST
ABSTAIN
       
2.
TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO YIGAL JACOBY, OUR NEWLY-APPOINTED CHAIRMAN OF THE BOARD.
 
 
 
       
 
FOR
 AGAINST ABSTAIN  
FOR
AGAINST
ABSTAIN
3.
TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO EREZ ANTEBI, OUR NEWLY-APPOINTED CHIEF EXECUTIVE OFFICER AND PRESIDENT.
8.
TO REELECT MIRON (RONNIE) KENNETH AS A CLASS II DIRECTOR, TO SERVE UNTIL THE 2020 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY’S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW.
 
 
 
 
 
 
 
   
YES
NO        
3A.
CHECK “YES” TO CONFIRM YOU ARE NOT A “CONTROLLING SHAREHOLDER” OF THE COMPANY UNDER THE ISRAELI COMPANIES LAW AND DO NOT HAVE A “PERSONAL BENEFIT OR OTHER INTEREST” IN THE APPROVAL OF ITEM 3, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. UNDER ISRAELI LAW, YOU CANNOT VOTE ON ITEM 3 UNLESS YOU CHECK “YES.” IF YOU ARE UNABLE TO MAKE THIS CONFIRMATION, PLEASE CHECK “NO.” 
     
        FOR AGAINST
ABSTAIN
9.
TO APPROVE THE REAPPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS ALLOT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 AND UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THE BOARD, UPON RECOMMENDATION OF THE AUDIT COMMITTEE, TO FIX THE REMUNERATION OF SAID INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 
   
FOR
AGAINST
ABSTAIN
       
4.
TO ELECT NADAV ZOHAR AS A CLASS I DIRECTOR, TO SERVE UNTIL THE 2019 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY’S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW.   
       
               
           
FOR
AGAINST
ABSTAIN
       
10.
SHAREHOLDER PROPOSAL: TO ELECT PEDRO VAZQUEZ AS A CLASS I DIRECTOR, TO SERVE UNTIL THE 2019 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, UNTIL THE 2018 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY’S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW.  
               
           
 
 
 
 
 
 
 
 
 
 
 
 
 
             
 
 
 
 
 
The undersigned acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement, dated March 29, 2017, and the Supplement dated April 12, 2017.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
 
 
 
 
 
 
Signature of Shareholder
 
Date:
 
Signature of Shareholder
 
Date:
 
 
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.