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 September 2020
Commission File Number: 001-33129
ALLOT 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 September 2, 2020, Allot Ltd. (the “Company”) published a notice (the “Notice”) that it will hold an Annual General Meeting of Shareholders (the “2020 Annual Meeting”) on
October 14, 2020, with a record date (the “Record Date”) on September 9, 2020. The Company will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders of record after the
Record Date for the 2020 Annual Meeting. The Notice is furnished as Exhibit 99.1 herewith.
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.
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Allot Ltd.
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By:
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/s/ Daniella Naveh
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Daniella Naveh
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Deputy General Counsel
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September 2, 2020
EXHIBIT INDEX
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Exhibit Number
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Description
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Exhibit 99.1
ALLOT LTD. (the “Company
or “Allot”)
Notice of Annual Meeting of
Shareholders of the Company
The Company is pleased to announce that the annual meeting of shareholders of the Company will take place on October 14, 2020, at 2:30 p.m. Israel
time at the offices of the Company, at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon Israel (the “Annual Meeting”). The health and well-being of our employees and shareholders are of paramount importance to us, and we are closely monitoring
developments related to the COVID-19 global pandemic. Although we intend to hold the Annual Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols that governments may impose.
As such, we reserve the right to convert to a virtual only meeting format should meeting in person become unsafe or otherwise impracticable as a result of COVID-19. If we convert to a virtual only meeting format, we will announce the decision
to do so in advance in a Form 6-K filed with the U.S. Securities and Exchange Commission. As always, we encourage you to vote your shares prior to the Annual Meeting.
The following items are on the agenda of the Annual Meeting:
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To approve an amendment to the Company’s Articles of Association, effective immediately upon the approval of this Proposal 1, to provide for the elimination of
the different classes of members of the Board of Directors of the Company (the “Board”), so that after completion of their current
term, the term of each director who is elected or reelected at or after the Annual Meeting (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.
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| 2. |
To reelect Itsik (Itzhak) Danziger as a Class II director, to serve until the 2023 annual meeting of shareholders (or, if Proposal 1 is approved, until the 2021
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.
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| 3. |
To reelect Miron (Ronnie) Kenneth as a Class II director, to serve until the 2023 annual meeting of shareholders (or, if Proposal 1 is approved, until the 2021
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.
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| 4. |
To approve a grant of 30,000 restricted share units (“RSUs”)
of the Company to Yigal Jacoby, the Company’s Chairman of the Board.
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To approve a grant of 60,000 RSUs of the Company to Erez Antebi, the Company’s President and Chief Executive Officer.
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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, 2020 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.
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To report on the business of the Company for the fiscal year ended December 31, 2019, including a review of the fiscal 2019 financial statements.
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To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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The date for determining the right of all the shareholders to vote at the Annual Meeting is September 9, 2020. The last date for submitting proposals for consideration at the Annual Meeting is September 22, 2020. The last date for submitting a statement of position is October 4, 2020.
The last date for submitting a proxy card is October 13, 2020, at 2:30 p.m. Israel time. Each shareholder is required to provide proof of ownership of the Company’s shares in order to vote his shares in the Annual Meeting. If your shares are held in the name of a bank,
broker or other holder of record, you must bring a current brokerage statement or other proof of ownership with you to the Annual Meeting. Each shareholder whose shares are held through a member of the Tel-Aviv Stock Exchange is entitled to
vote via the Israel Securities Authority’s MAGNA online platform up to six hours before the time fixed for the Annual Meeting. To receive more information regarding the Annual Meeting and the agenda items, see the Immediate Report on the
matter of calling the Annual Meeting and the Proxy Statement, as it will be published by the Company on the MAGNA distribution site www.magna.isa.gov.il
and the website of the Tel-Aviv Stock Exchange www.maya.tase.co.il.