Allot Communications Ltd.
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By:
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/s/ Rael Kolevsohn
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Rael Kolevsohn
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General Counsel
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Exhibit Number
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Description
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99.1
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Supplement to Proxy Statement Relating to the Meeting.
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99.2
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Revised Proxy Card.
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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.
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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.
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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.
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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.
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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.
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Sincerely,
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/s/ Yigal Jacoby
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Yigal Jacoby
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Chairman of the Board of Directors
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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1.
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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.
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☐
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☐
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☐
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5.
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SUBJECT TO THE APPROVAL OF PROPOSAL 4, TO APPROVE THE EQUITY COMPENSATION PAYABLE TO NADAV ZOHAR.
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☐
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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6.
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TO APPROVE A GRANT OF 20,000 RESTRICTED STOCK UNITS TO EACH NEW DIRECTOR UPON HIS OR HER INITIAL ELECTION TO OUR BOARD.
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☐
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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7.
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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.
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☐
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☐
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☐
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FOR
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AGAINST |
ABSTAIN
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2.
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TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO YIGAL JACOBY, OUR NEWLY-APPOINTED CHAIRMAN OF THE BOARD.
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☐
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☐
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☐
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FOR
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AGAINST | ABSTAIN |
FOR
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AGAINST
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ABSTAIN
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3.
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TO APPROVE THE COMPENSATION PACKAGE PAYABLE TO EREZ ANTEBI, OUR NEWLY-APPOINTED CHIEF EXECUTIVE OFFICER AND PRESIDENT.
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☐
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☐
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8.
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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.
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☐
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☐
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☐
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YES
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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.”
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☐ | ☐ | ||||||
FOR | AGAINST |
ABSTAIN
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9.
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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, 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.
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☐ | ☐ | ☐ | |||||
FOR
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AGAINST
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ABSTAIN
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4.
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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.
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☐
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☐
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FOR
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AGAINST
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ABSTAIN
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10.
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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.
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☐
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☐
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☐
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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.
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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.
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☐
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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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.
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