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 August 2018
For the month of August 2018
Commission File Number: 001-33129
ALLOT COMMUNICATIONS LTD.
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 August 6, 2018, Allot Communications Ltd. (the “Company”) first distributed copies of its proxy statement for the Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held on September 6, 2018, in Israel, to its shareholders. A copy of the proxy statement is also available on the Company’s website at www.allot.com.
Furnished herewith as Exhibits 99.1 and 99.2, respectively, are the following documents:
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1.
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Proxy statement for the Meeting, dated August 6, 2018.
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2.
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Proxy card for use in connection with the Meeting.
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Exhibit 99.1 to this Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on February 14, 2007 (File No. 333-140701), on February 14, 2008 (File No. 333-149237), May 18, 2009 (File No. 333-159306), March 2, 2010 (File No. 333-165144), February 28, 2011 (File No. 333-172492), April 17, 2012 (File No. 333-180770), March 21, 2013 (File No. 333-187406), March 26, 2014 (File No. 333-194833), March 26, 2015 (File No. 333-203028), March 28, 2016 (File No. 333-210420), March 23, 2017 (File No. 333-216893) and March 22, 2018 (File No. 333-223838).
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 Communications Ltd.
By: /s/ Daniella Naveh
Daniella Naveh
Deputy General Counsel
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Date: August 6, 2018
EXHIBIT INDEX
| Exhibit Number |
Description
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Exhibit 99.1
August 6, 2018
Dear Shareholder,
You are cordially invited to attend the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Allot Communications Ltd. (“Allot” or the “Company”), to be held at Allot’s offices at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel on September 6, 2018, at 2:30 p.m. Israel time.
At the Annual Meeting, the Company’s shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual Meeting of Shareholders (the “Notice”). Allot’s board of directors recommends that you vote “FOR” each proposal listed in the Notice. Management will also report on the affairs of the Company, and a discussion period will be provided for questions and comments of general interest to shareholders.
Whether or not you plan to attend the Annual Meeting, it is important that your ordinary shares be represented and voted at the Annual Meeting. Accordingly, after reading the enclosed Notice and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card (if you hold your shares in street name and the proxy card allows this).
We urge all of our shareholders to review our annual report on Form 20-F and our quarterly results of operations furnished to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K, all of which are available on our website at www.allot.com or on the SEC’s website at www.sec.gov.
We look forward to greeting as many of you as can attend the meeting.
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Sincerely,
/s/ Yigal Jacoby
Yigal Jacoby
Chairman of the Board of Directors
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ALLOT COMMUNICATIONS LTD.
____________________________________
Notice of Annual Meeting of Shareholders
22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel
Tel: +972-9-761-9200
____________________________________
____________________________________
NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting (the “Annual Meeting”) of shareholders of Allot Communications Ltd. (“Allot” or the “Company”) will be held on September 6, 2018, at 2:30 p.m. Israel time, at our offices at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel. The Annual Meeting is being called for the following purposes:
| 1. |
To approve an amendment to the Company’s Memorandum and Articles of Association to provide for the change in the Company’s English name to Allot Ltd. and its Hebrew name to אלוט בע"מ or such name as the Chairman of the Board of Directors of the Company (the “Board”) shall determine that contains the word “Allot” or in Hebrew, אלוט.
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| 2. |
To approve an amendment to the Company’s Articles of Association, effective immediately upon the approval of this Proposal 2, to provide for the elimination of the different classes of members of the Board of Directors of the Company, 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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| 3. |
To elect Manuel Echanove as a Class III director to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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. |
Subject to the approval of Proposal 3, to approve the equity compensation payable to Manuel Echanove.
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| 5. |
To reelect Yigal Jacoby as a Class III director and Chairman of the Board, to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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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| 6. |
To reelect Nurit Benjamini as an Outside Director (as defined in the Israel Companies Law) of the Company, to serve for a term of three years commencing as of the end of her current term, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.
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| 7. |
To approve a one-time grant of 40,000 RSUs and options to purchase 60,000 ordinary shares of the Company to Erez Antebi, the Company’s Chief Executive Officer (the “CEO”).
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| 8. |
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, 2018 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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| 9. |
To report on the business of the Company for the fiscal year ended December 31, 2017, including a review of the fiscal 2017 financial statements.
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| 10. |
To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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These proposals are described in detail in the enclosed proxy statement, which we urge you to read in its entirety.
Our Board unanimously recommends that you vote “FOR” each of the above proposals.
Only shareholders of record at the close of business on July 31, 2018 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof.
A proxy statement describing the various matters to be voted upon at the Annual Meeting, along with a proxy card enabling shareholders to indicate their vote on each matter presented at the Annual Meeting, is included with this Notice of Annual meeting of Shareholders (the “Notice”), and is being mailed on or about August 7, 2018 to all shareholders entitled to vote at the Annual Meeting. Such proxy statement shall also be furnished to the U.S. Securities and Exchange Commission (the “SEC”) under cover of a Form 6-K and will be available on the Company’s website at www.allot.com and on the SEC’s website at www.sec.gov. Signed proxy cards must be received by our transfer agent or at our registered office no later than 24 hours before the time fixed for the Annual Meeting or presented to the chairperson of the Annual Meeting at the time of the Annual Meeting in order for the proxy to be qualified to participate in the Annual Meeting. Voting via the Israel Securities Authority’s electronic voting system (see Q&A under “About the Annual Meeting”) must be completed no later than six hours before the time fixed for the Annual Meeting. Shareholders wishing to express their position on an agenda item for the Annual Meeting pursuant to the Israel Companies Law and the applicable regulations promulgated thereunder may do so by submitting a written statement to the Company’s General Counsel, or by facsimile to +972-9-744-3626, no later than August 27, 2018. Any position statement received will be published by way of issuing a press release or furnishing a report of foreign private issuer on Form 6-K to the SEC. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided, vote by telephone or over the Internet 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.
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By Order of the Board of Directors,
/s/ Yigal Jacoby
Yigal Jacoby
Chairman of the Board of Directors
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Hod Hasharon, Israel
August 6, 2018
ii
ALLOT COMMUNICATIONS LTD
.22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel
Tel: +972-9-761-9200
PROXY STATEMENT
2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS
ABOUT THE ANNUAL MEETING
Q: When and where is the 2018 Annual Meeting of Shareholders being held?
| A: |
The Annual Meeting will be held on September 6, 2018, at 2:30 p.m. Israel time, at our offices at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel.
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Q: Who can attend the Annual Meeting?
| A: |
Any shareholder may attend. Current proof of ownership of the Company’s shares, as well as a form of personal photo identification, must be presented in order to be admitted to 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.
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Q: Who is entitled to vote?
| A: |
Only holders of record of ordinary shares at the close of business on July 31, 2018, the Record Date for the Annual Meeting, are entitled to vote at the Annual Meeting.
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Joint holders of ordinary shares should note that, pursuant to Article 32.4 of the Company’s Articles of Association, the right to vote at the Annual Meeting will be conferred exclusively upon the “senior” among the joint owners attending the Annual Meeting, in person or by proxy, and for this purpose, seniority will be determined by the order in which the names appear in the Company’s register of shareholders.
HOW TO VOTE YOUR SHARES
Q: How do I vote?
| A: |
You may vote by mail. You can do this by completing your proxy card or voting instruction card and returning it in the enclosed, prepaid and addressed envelope. If you return a signed card but do not provide voting instructions, your shares will be voted as recommended by the Board.
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You may vote through the Israel Securities Authority’s electronic voting system. Following recent legislative changes, the Israel Securities Authority has set up an electronic voting system for shareholder meetings of publicly-listed Israeli companies via its MAGNA online platform. Following a registration process, you will be able to vote your shares through such system no later than six hours before the time fixed for the Annual Meeting.
You may vote in person. Ballots will be passed out at the Annual Meeting to anyone who wants to vote at the Annual Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification. If your shares are held directly in your name, you may vote in person at the Annual Meeting. However, if your shares are held in “street name,” you must first obtain a signed proxy from the record holder (that is, your bank, broker or other nominee) in order to vote at the Annual Meeting.
“Street name” holders may be able to vote by phone or through an Internet website in accordance with instructions included on their proxy cards.
| Q: |
What is the difference between holding shares as a shareholder of record and holding shares in “street name”?
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| A: |
Many Allot shareholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As explained in this proxy statement, there are some distinctions between shares held of record and shares owned in “street name.”
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Shareholders of Record
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company of New York, New York, you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly or to vote in person at the Annual Meeting.
“Street Name” Beneficial Owners
If your shares are held through a bank, broker or other nominee, they are considered to be held in “street name” and you are the beneficial owner. If your shares are held in street name, these proxy materials are being forwarded to you by your bank, broker or other nominee, which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct the bank, broker or nominee how to vote your shares for the Annual Meeting. You also may attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting, unless you first obtain a “legal proxy” from the record holder (that is, your bank, broker or other nominee) giving you the right to vote the shares. Your bank, broker or nominee has enclosed a voting instruction card for you to use in directing the bank, broker or nominee regarding how to vote your shares.
Brokers that hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on the Annual Meeting agenda that may be considered routine is Proposal 8 relating to the reappointment of Allot’s independent registered public accounting firm for the fiscal year ending December 31, 2018; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israel Companies Law rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank, broker or other nominee to instruct such bank or broker how to vote its shares, if the shareholder wants its shares to count for the proposals.
2
Q: Does Allot recommend I vote in advance of the Annual Meeting?
| A: |
Yes. Even if you plan to attend the Annual Meeting, Allot recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Annual Meeting.
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Q: If I vote by proxy, can I change my vote or revoke my proxy?
| A: |
Yes. You may change your proxy instructions at any time prior to the vote at the Annual Meeting. If you are a shareholder of record, you may do this by:
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| · |
filing a written notice of revocation with the Secretary of the Company, delivered to the Company’s address above;
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| · |
granting a new proxy card or new voting instruction card bearing a later date; or
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| · |
attending the Annual Meeting and voting in person (attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request).
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If you hold shares through a bank, broker or other nominee, you must contact that firm to revoke any prior voting instructions.
Q: How are my votes cast when I submit a proxy vote?
| A: |
When you submit a proxy vote, you appoint Alberto Sessa and Rael Kolevsohn, or any of them, as your representative(s) at the Annual Meeting. Your shares will be voted at the Annual Meeting as you have instructed.
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Upon the receipt of a properly submitted proxy card, which is received in time (by 2:30p.m., Israel Time, on September 5, 2018, 24 hours prior to the Annual Meeting) and not revoked prior to the Annual Meeting, or which is presented to the chairperson at the Annual Meeting, the persons named as proxies will vote the ordinary shares represented thereby at the Annual Meeting in accordance with the Board’s recommendations as indicated in the instructions outlined on the proxy card.
Q: What does it mean if I receive more than one proxy card?
| A: |
It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all proxy cards to ensure that all of your shares are voted.
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3
ABOUT THE VOTING PROCEDURE AT THE ANNUAL MEETING
Q: What constitutes a quorum?
| A: |
To conduct business at the Annual Meeting, two or more shareholders must be present, in person or by proxy, representing not less than 25% of the ordinary shares outstanding as of the Record Date, that is, a quorum must be present.
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Ordinary shares represented in person or by proxy will be counted for purposes of determining whether a quorum exists. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a proxy card but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Abstentions and broker non‑votes will be counted as present in determining if a quorum is present.
Q: What happens if a quorum is not present?
| A: |
If a quorum is not present, the Annual Meeting will be adjourned to the same day at the same time the following week, or to such day and at such time and place as the Chairman of the meeting may determine with the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment.
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Q: How will votes be counted?
| A: |
Each outstanding ordinary share is entitled to one vote. The Company’s Articles of Association do not provide for cumulative voting.
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On all matters considered at the Annual Meeting, abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the matter.
| Q: |
What vote is required to approve each proposal presented at the Annual Meeting?
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| A: |
Proposal 1 (approval of an amendment to our Memorandum and Articles of Association) requires that securities representing at least 75% of the voting securities of the Company then outstanding be voted “FOR” the adoption of the proposal.
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Proposal 2 (approval of an amendment to our Articles of Association) requires that securities representing at least two-thirds of the voting securities of the Company then outstanding be voted “FOR” the adoption of the proposal.
Each of Proposals 3 (election of Manuel Echanove as a director), 4 (approval of the equity compensation payable to Manuel Echanove), 5 (reelection of Yigal Jacoby as a director), and 8 (reappointment of independent registered public accounting firm) requires that a simple majority of the ordinary shares of the Company voted in person or by proxy at the Annual Meeting on the matter presented for passage be voted “FOR” the adoption of the proposal.
4
Each of Proposals 6 (reelection of Nurit Benjamini as an Outside Director) and 7 (approval of the grant of 40,000 RSUs and options to purchase 60,000 ordinary shares of the Company to Erez Antebi) requires, in addition to the affirmative vote of a simple majority of the ordinary shares of the Company voted in person or by proxy at the Annual Meeting on the proposal, that either: (1) a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the proposed resolution or (2) the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the resolution voted against approval of the resolution does not exceed 2% of the outstanding voting power in the Company.
The term “controlling shareholder” means a shareholder having the ability to direct the activities of a company, other than by virtue of being an office holder. A shareholder is presumed to be a Controlling Shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general manager.
Under the Israel Companies Law, a “personal interest” of a shareholder (i) includes a personal interest of the shareholder and any member of the shareholder’s family, family members of the shareholder’s spouse, or a spouse of any of such family members, or a personal interest of a company with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least 5% of the shares or has the right to appoint a director or chief executive officer, and (ii) excludes an interest arising solely from the ownership of our ordinary shares. Under the Israel Companies Law, in the case of a person voting by proxy for another person, “personal interest” includes a personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote. If you do not have a personal interest in this matter, you may assume that using the form of proxy enclosed herewith will not create a personal interest. To avoid confusion, in the form of proxy card, we refer to such a personal interest as a “personal benefit or other interest”.
The Israel Companies Law requires that each shareholder voting on the proposal indicate whether or not the shareholder is a controlling shareholder or has a personal interest in the proposed resolution. The enclosed form of proxy includes a box you can mark to confirm that you are not a “controlling shareholder” and do not have a personal interest in this matter. If you do not mark this box, your vote will not be counted.
If you are unable to make this confirmation, please contact the Company’s General Counsel for guidance at +972-9-761-9200; if you hold your shares in “street name,” you may also contact the representative managing your account, who could contact us on your behalf.
5
Q: How will my shares be voted if I do not provide instructions on the proxy card?
| A: |
If you are the record holder of your shares and do not specify on your proxy card how you want to vote your shares, your shares will be voted in favor of the proposals in accordance with the recommendation of the Board:
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| 1. |
“FOR” the approval of an amendment to the Company’s Memorandum and Articles of Association to provide for the change in the Company’s English name to “Allot Ltd.” and its Hebrew name to אלוט בע"מ or such name as the Chairman of the Board shall determine that contains the word “Allot” or in Hebrew, אלוט.
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| 2. |
“FOR” the approval of an amendment to the Company’s Articles of Association, effective immediately upon the approval of Proposal 2, to provide for the elimination of the different classes of members of the Board of Directors of the Company and to set 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 in accordance with the Israel Companies Law) to one (1) year.
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| 3. |
“FOR” the election Manuel Echanove as a Class III director, to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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. |
Subject to the approval of Proposal 3, “FOR” the approval of the equity compensation payable to Manuel Echanove.
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| 5. |
“FOR” the reelection of Yigal Jacoby as a Class III director and Chairman of the Board of Directors of the Company (the “Board”), to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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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| 6. |
“FOR” the reelection of Nurit Benjamini as an Outside Director (as defined in the Israel Companies Law) of the Company, to serve for a term of three years commencing as of the end of her current term, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.
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| 7. |
“FOR” the approval of a one-time grant of 40,000 RSUs and options to purchase 60,000 ordinary shares of the Company to the CEO.
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| 8. |
“FOR” the approval of 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, 2018 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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| 9. |
In accordance with the best judgment of the named proxies on any other matters properly brought before the annual meeting and any postponement(s) or adjournment(s) thereof.
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If you are a beneficial owner of shares and do not specify how you want to vote, your shares will be included in determining the presence of a quorum at the Annual Meeting, but will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting. If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the shareholder voting on these important matters.
6
HOW TO FIND VOTING RESULTS
Q: Where do I find the voting results of the Annual Meeting?
| A: |
We plan to announce preliminary voting results at the Annual Meeting and to report the final voting results following the Annual Meeting in a Report of Foreign Private Issuer on Form 6-K that we will furnish to the SEC.
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SOLICITATION OF PROXIES
Q: Who will bear the costs of solicitation of proxies for the Annual Meeting?
| A: |
The Company will bear the costs of solicitation of proxies for the Annual Meeting. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. The Company may also retain an independent advisor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by the Company.
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AVAILABILITY OF PROXY MATERIALS
Copies of the proxy card, the notice of the Annual Meeting and this proxy statement are available at the “Investor Relations” portion of our Company’s website, www.allot.com. The contents of that website are not a part of this proxy statement.
SHARES OUTSTANDING
As of the Record Date, the Company had 33,714,330 ordinary shares outstanding. American Stock Transfer & Trust Company is the transfer agent and registrar for our ordinary shares.
7
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our outstanding ordinary shares as of the Record Date, by each person whom we know beneficially owns more than 5.0% of the outstanding ordinary shares of the Company. Each of our shareholders has identical voting rights with respect to its shares.
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Ordinary Shares
Beneficially
Owned(1)
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Percentage of
Ordinary Shares
Beneficially
Owned
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||||||
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Soros Fund Management LLC (2)
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5,286,063
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15.68
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%
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|||||
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Delek Group Ltd.(3)
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2,942,930
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8.73
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%
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|||||
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Zohar Zisapel (4)
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2,842,378
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8.43
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%
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|||||
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Clal Insurance Enterprises Holdings Ltd. (5)
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2,465,439
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7.31
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%
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|||||
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Migdal Insurance & Financial Holdings Ltd (6)
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2,242,909
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6.65
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%
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|||||
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FMR LLC and Abigail P. Johnson (7)
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1,952,500
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5.79
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%
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|||||
______________
| (1) |
As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of ordinary shares that can be acquired within 60 days from the Record Date through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 33,714,330 ordinary shares outstanding as of the Record Date.
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| (2) |
Based on a Schedule 13G/A filed on February 18, 2018, each of Soros Fund Management LLC, George Soros and Robert Soros reported that they held sole voting and dispositive power over 5,286,063 shares. The address for the reporting persons is 250 West 55th Street, 38th Floor, New York, New York 10019.
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| (3) |
Based on a Schedule 13G filed on February 20, 2018, The Phoenix Holding Ltd. (“Phoenix”), Delek Group Ltd. (“Delek”) and Ishak Sharon (Tshuva) reported that they had shared voting and dispositive power over 2,942,930 shares. The shares are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Phoenix is a majority-owned subsidiary of Delek. The majority of Delek's outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public. The address of Itshak Sharon (Tshuva) and Delek Investments and Properties Ltd. is 7 Giborei Israel Street, P.O.B. 8464, Netanya, 42504, Israel. The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel.
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8
| (4) |
Based on a Schedule 13G/A filed on January 13, 2011, consists of 2,777,487 shares held by Zohar Zisapel and 64,891 shares held by Lomsha Ltd., an Israeli company controlled by Zohar Zisapel. The address of Mr. Zisapel and Lomsha Ltd. is 24 Raoul Wallenberg Street, Tel Aviv 69719, Israel.
|
| (5) |
Based on information provided to us by Clal Insurance Enterprises Holdings Ltd. (“Clal”) on August 2, 2018, Clal had shared voting and dispositive power over 2,465,439 of our shares as of July 31, 2018. All of these shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Clal, according to the following segmentation: 1,353,033 shares are held by pension funds; 1,112,406 shares are held by profit participating insurance policies, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. The address of the reporting person is 36 Raoul Wallenberg Street, Tel Aviv 37070, Israel.
|
| (6) |
Based on a Schedule 13G filed on January 18, 2018, Midgal Insurance & Financial Holdings Ltd reported that it had shared voting power and dispositive power over these shares. Of these shares, 2,221,901 shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Midgal Insurance & Financial Holdings Ltd, according to the following segmentation: 1,222,614 shares are held by Profit participating life assurance accounts; 935,674 shares are held by Provident funds and companies that manage provident funds and 63,613 shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. In addition, 21,008, shares are beneficially held for their own account (Nostro account). The address of the reporting person is 4 Efal Street; P.O BOX 3063; Petach Tikva 49512, Israel.
|
| (7) |
Based on a Schedule 13G filed on February 13, 2018, FMR LLC reported that it had sole voting power over 1,952,500 shares and sole dispositive power over 1,952,500 shares and Abigail P. Johnson, director, vice-chairman and chief executive officer of FMR LLC had sole dispositive power over 1,952,500 shares. The address of the reporting person is 245 Summer Street, Boston, Massachusetts 02210.
|
Beneficial Ownership of Executive Officers and Directors
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of the Record Date, by (i) each of our directors and nominees, (ii) each of our executive officers and (iii) all of our executive officers and directors serving as of the Record Date, as a group. Unless otherwise stated, the address of each named executive officer and director is c/o Allot Communications Ltd., 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 4501317, Israel.
|
Name
|
Ordinary Shares Beneficially Owned(1)
|
Percentage of Ordinary Shares Beneficially Owned
|
||||||
|
Directors
|
||||||||
|
Nurit Benjamini
|
*
|
*
|
||||||
|
Itsik (Itzhak) Danziger
|
*
|
*
|
||||||
|
Nadav Zohar
|
*
|
*
|
||||||
|
Steven D. Levy
|
*
|
*
|
||||||
|
Yigal Jacoby
|
*
|
*
|
||||||
|
Miron Kenneth
|
*
|
*
|
||||||
|
Manuel Echanove
|
||||||||
|
Executive Officers
|
||||||||
|
Erez Antebi
|
*
|
*
|
||||||
|
Alberto Sessa
|
*
|
*
|
||||||
|
Ran Fridman
|
||||||||
|
Nir Pery
|
*
|
*
|
||||||
|
Anat Shenig
|
*
|
*
|
||||||
|
Shaked Levy
|
*
|
*
|
||||||
|
Rael Kolevsohn
|
*
|
*
|
||||||
|
Pini Gvili
|
*
|
*
|
||||||
|
Vered Zur
|
*
|
*
|
||||||
|
Ronen Priel
|
*
|
*
|
||||||
|
Hagay Katz
|
||||||||
|
All directors and executive officers as a group
|
628,231
|
1.86
|
%
|
|||||
* Represents less than one percent of the outstanding ordinary shares.
9
(1) As used in this table, “beneficial ownership” is determined in accordance with the rules of the SEC and consists of either or both voting or investment power with respect to securities. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from the Record Date through the exercise of any option or vesting of any RSU. Ordinary shares subject to options that are currently exercisable or exercisable within 60 days, or RSUs that will become vested within 60 days, are deemed outstanding for computing the ownership percentage of the person holding such options or RSUs, but are not deemed outstanding for the purpose of computing the ownership percentage of any other person. Except as otherwise indicated, the persons named in the table have reported that they have sole voting and sole investment power with respect to all shares of common stock shown as beneficially owned by them. The amounts and percentages are based upon 33,714,330 ordinary shares outstanding as of the Record Date pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act.
As of the Record date, our directors and executive officers held, in the aggregate, 1,211,118 outstanding options and RSUs, which amount includes options currently exercisable for 628,231 ordinary shares. The options (excluding RSUs) have a weighted average exercise price of $7.01 per share and have expiration dates until 2024.
COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the compensation earned during 2017 by our five most highly-compensated office holders (as defined in the Israel Companies Law), including base salary, share-based compensation, directors’ fees (where applicable) and all other compensation, please see “Item 6.B. Compensation of Officers and Directors—Compensation of our Five Most Highly Compensated Office Holders—Summary Compensation Table” of our Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 22, 2018, a copy of which is available on our website at www.allot.com.
10
CORPORATE GOVERNANCE
Following the Annual Meeting, assuming the election of Manuel Echanove as a director under Proposal 3, the reelection of Yigal Jacoby as a director under Proposal 5 and the reelection of the Outside Director under Proposal 6, our Board will consist of seven directors. Our Articles of Association provide that our Board may consist of up to nine directors. During the year ended December 31, 2017, each director attended in excess of 75% of all Board meetings and in excess of 75% of the meetings of each committee of the Board on which he or she serves.
Under our Articles of Association, our directors (other than our Outside Directors) are divided into three classes. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board (other than our Outside Directors). At each annual meeting of our shareholders, the election or reelection of directors following the expiration of the term of office of the directors of that class of directors is for a term of office that expires on the third annual meeting following such election or reelection, such that each year the term of office of one class of directors expires. See Proposal 2 for a proposed change to our Articles of Association in this respect.
Subject to the approval of each of Proposals 2, 3 and 5, our current Class I director, Nadav Zohar, and our director nominees (other than our Outside Director), Manuel Echanove and Yigal Jacoby, will hold office until the annual meeting of our shareholders in 2019. Our current Class II directors, Itzhak Danziger and Miron Kenneth, will hold office until the annual meeting of our shareholders in 2020. In addition, following the Annual Meeting, assuming the reelection of the Outside Director under Proposal 6, we will have two Outside Directors serving for fixed three-year periods in accordance with the Israel Companies Law. These two Outside Directors have each been determined by our Board to meet the independence requirements of the applicable Nasdaq Listing Rules.
Biographical information concerning each of our director nominees– Manuel Echanove, Yigal Jacoby and Nurit Benjamini – and of each of the other current directors (who, as noted, are not up for reelection at the Annual Meeting), is provided below.
Nominee for Election to the Board as a Director to Serve Until the 2021 Annual General Meeting of Shareholders (or, if Proposal 2 is approved, to Serve Until the 2019 Annual General Meeting of Shareholders)
Manuel Echanove, age 53, has served as an interim director since July 2017. Prior to his appointment Mr. Echanove served in various management positions with the Telefonica group between 1996 and 2012. During his tenure at Telefonica, Mr. Echanove held various senior management positions as Commercial General Manager, General Director of Business Development and General Director of Multimedia and Brand Business. He also served as General Manager in the Corporate Strategy area of Telefónica S.A. before leaving Telefonica in 2012. Prior to joining Telefonica, Mr. Echanove served in sales and marketing management positions at France Telecom, British Telecom, and Data General. Mr. Echanove is currently the CEO of Wetania Consulting S.L. a management consulting company, which he founded in 2013. Mr. Echanove has an Economics and Business Administration degree from the Universidad Pontificia de Comillas.
11
Nominee for Reelection to the Board as a Director and Chairman to Serve Until the 2021 Annual General Meeting of Shareholders (or, if Proposal 2 is approved, to Serve Until the 2019 Annual General Meeting of Shareholders)
Yigal Jacoby, age 57, has served as Chairman of the Board of Directors since November, 2016. Mr. Jacoby co-founded our company in 1996 and served as our CEO until 2006 and as a Chairman of our board of directors until 2008. Prior to co-founding Allot, Mr. Jacoby founded Armon Networking, a manufacturer of network management solutions in 1992, and managed it until it was acquired by Bay Networks, where he served as the General Manager of its Network Management Division. From 1985 to 1992, Mr. Jacoby held various engineering and marketing management positions at Tekelec, a manufacturer of Telecommunication monitoring and diagnostic equipment. Currently, Mr. Jacoby is an active investor and director of several Israeli start-up companies, including serving as Chairman at LiveU Ltd., a provider of live cellular video transmission solutions. Mr. Jacoby has a B.A., cum laude, in Computer Science from Technion — Israel Institute of Technology and an M.Sc. in Computer Science from University of Southern California.
Nominee for Reelection to the Board as an Outside Director to Serve for a Three-Year Term commencing at the end of her current term
Nurit Benjamini, age 51, has served as an outside director since 2007 and serves as the lead independent director on our board. Since December 2013, Ms. Benjamini has served as the Chief Financial Officer of TabTale Ltd. a company that provides mobile content. Ms. Benjamini served as the Chief Financial Officer of Wix.com Ltd. (NASDAQ: WIX) from 2011 to 2013. Previously, from 2007 to 2011, Ms. Benjamini has served as the Chief Financial Officer of CopperGate Communications Ltd. that was acquired by Sigma Designs Inc. (NASDAQ:SIGM) in November 2009. Prior to her position with CopperGate Communications Ltd., Ms. Benjamini served as the Chief Financial Officer of Compugen Ltd. (NASDAQ: CGEN) from 2000 to 2007. Prior to her position with Compugen Ltd., from 1998 to 2000, Ms. Benjamini served as the Chief Financial Officer of Phone-Or Ltd. Between 1993 and 1998, Ms. Benjamini served as the Chief Financial Officer of Aladdin Knowledge Systems Ltd. (formerly NASDAQ: ALDN). Ms. Benjamini serves as an outside director of BiolineRX Ltd. (NASDAQ/TASE: BLRX), a member of its compensation committee, and as a chairman of its audit committee. Ms. Benjamini serves as a director and chair-person of the audit committee of Redhill Biopharma (NASDAQ/TASE: RDHL). Ms. Benjamini holds a B.A. in Economics and Business and an M.B.A. in Finance, both from Bar Ilan University, Israel.
Class I Directors Whose Terms Continue Until the 2019 Annual General Meeting of Shareholders
Nadav Zohar, age 52, has served as an interim director since February 2017 and as a director since April 2017. Mr. Zohar serves as the head of Business Development of Gett, an “on demand” transportation service provider. Prior to joining Gett, Mr. Zohar served as Chief Operating Officer of Delek Global Real Estate PLC between 2066 and 2009 and held several executive positions with Morgan Stanley, between 2001 and 2006, the last of which was Executive Director, Financial Sponsors Group. Prior to joining Morgan Stanley, Mr. Zohar served in executive roles at Lehman Brothers between 1997 and 2001. Mr. Zohar serves as a board member of Matomy Media Group Ltd. (London Stock Exchange: MTMY), a digital performance-based advertising company. Mr. Zohar holds a Masters in Finance (graduated with Merit) from the London Business School and a LLB in Law (graduated with honors) from the University of Reading.
12
Class II Directors Whose Terms Continue Until the 2020 Annual General Meeting of Shareholders
Itzhak Danziger, age 69, has served as a director since 2011. Prior to his appointment as a director, Mr. Danziger served as an observer to our Board since 2010. Itzhak Danziger serves as a member of the board of Galil Software, an Israeli software services company, and as a director of Jinni Media, a privately held technology company. From 1985 to 2007, Mr. Danziger held various executive positions at Comverse, a technology companies group that develops and markets telecommunications systems, including as president of Comverse Technology Group, as president of Comverse Network Systems and as chairman of Comverse subsidiary - Starhome. Prior to joining Comverse, Mr. Danziger held various R&D and management positions in Tadiran Telecom Division, which was later acquired by ECI Telecom. In the non-profit sector, Mr. Danziger serves as a the chairman of the Center for Educational Technology (CET), as Vice President and board member of the New Israel Fund (NIF), a director in Israel Venture Networks (IVN), a director in Israel Venture Network (IVN), a venture philanthropy NGO, in Avney Rosha, the Israel Institute for School Leadership, and in other non-governmental organizations. Mr. Danziger was also a member of the National Task Force for the Advancement of Education in Israel (Dovrat Committee) and was chairman of two of its subcommittees. Mr. Danziger holds a B.Sc. cum laude and an M.Sc. in electrical engineering from the Technion - Israel Institute of Technology and an M.A. cum laude in philosophy and digital culture from Tel Aviv University.
Miron (Ronnie) Kenneth, age 62, has served as a director since October 2014. Mr. Kenneth has more than 20 years of experience in the global high technology business, and is currently a private investor in high technology startups. He serves as the Chairman of Teridion Technologies Ltd., a privately held company specializing in overlay network technologies for service providers. From May 2011 to May 2013, Mr. Kenneth served as the CEO of Pontis Ltd., a privately-held company specializing in providing online marketing and analytics platforms for service providers. Prior to his tenure at Pontis, Mr. Kenneth was the Chairman and Chief Executive Officer of Voltaire Technologies Ltd. (from January 2001 to 2011). In 2011 Voltaire was acquired by Mellanox Technologies Ltd. (NASDAQ: MLNX). Prior to his employment at Voltaire, Mr. Kenneth was a General Partner in Telos Venture Partners, a Silicon Valley based venture firm. Prior to Telos, Mr. Kenneth also held senior management positions in Cadence Design Systems Inc.’s (NASDAQ: CDN) European organization. Mr. Kenneth has an M.B.A. from Golden Gate University in San Francisco, California and a B.A. in Economics and Computer Science from Bar Ilan University in Israel.
13
Outside Director Whose Term Continues Until the 2019 Annual General Meeting of Shareholders
Steven Levy, age 62, has served as an outside director since 2007. Mr. Levy served as a Managing Director and Global Head of Communications Technology Research at Lehman Brothers from 1998 to 2005. Before joining Lehman Brothers, Mr. Levy was a Director of Telecommunications Research at Salomon Brothers from 1997 to 1998, Managing Director and Head of the Communications Research Team at Oppenheimer & Co. from 1994 to 1997 and a senior communications analyst at Hambrecht & Quist from 1986 to 1994. Mr. Levy has served as a director of PCTEL, a broadband wireless technology company since January 2006 and of privately held GENBAND Inc., a U.S. provider of telecommunications equipment, since August 2007. Mr. Levy holds a B.Sc. in Materials Engineering and an M.B.A., both from the Rensselaer Polytechnic Institute.
Director Independence
Under the listing standards of The Nasdaq Stock Market, a majority of our directors must meet the independence requirements specified in those rules. Following the Annual Meeting, assuming the election of all nominees, our Board will consist of seven members, all of whom will be independent under the listing standards of The Nasdaq Stock Market as determined by our Board. In reaching that conclusion, our Board has determined that none of these directors or nominees has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. None of our directors (including the candidates for election to our Board at the Annual Meeting) is a member of our executive team.
14
MATTERS SUBMITTED TO SHAREHOLDERS
PROPOSAL 1
APPROVAL OF AN AMENDMENT TO OUR MEMORANDUM AND ARTICLES OF
ASSOCIATION TO CHANGE THE NAME OF THE COMPANY
Background
According to our Memorandum and Articles of Association, our English name is “Allot Communications Ltd.” and our Hebrew name is “אלוט תקשורת בע"מ”. Over the years, the Company’s products and services offerings have evolved from communication solutions for broadband providers to network intelligence and comprehensive security solutions for mobile and fixed service providers as well as enterprises worldwide. The Company’s current name does not reflect this change and our brand, and therefore our Board has resolved to change our English and Hebrew name to “Allot Ltd.”, removing the word “Communications”. In the event that the proposed change of name is not approved by the Israeli Registrar of Companies, our Chairman of the Board will be authorized to select a different name containing the name “Allot” in combination with another word or expression or to leave the name unchanged (both with respect to the name in English and Hebrew). At the Meeting, the shareholders will be asked to approve this amendment to our Memorandum and Articles of Association.
Proposed Resolution
You are requested to adopt the following resolution:
“1. RESOLVED, that the Company’s Memorandum and Articles of Association be amended so that the English name of the Company will change from “Allot Communications Ltd.” to “Allot Ltd.”, and the Hebrew name of the Company will change from “אלוט תקשורת בע"מ” to “אלוט בע"מ” or such name as the Chairman of the Board shall determine that contains the word “Allot” or in Hebrew, אלוט.
Vote Required
The affirmative vote of the holders of securities representing at least 75% of the voting securities of the Company is required to adopt the resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
15
PROPOSAL 2
APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF ASSOCIATION TO
DECLASSIFY OUR BOARD
Background
We are proposing to amend our Articles of Association to eliminate the staggered nature of our Board. At the time of our initial public offering in 2006, the Company established a classified board structure because such structure offered certain advantages to the Company, such as providing continuity and stability, encouraging directors to employ a long-term perspective and ensuring that a majority of the Board will always have prior experience with the Company. While there are valid arguments in favor of a classified board structure, the Board believes that corporate governance standards have evolved and that annual elections of directors will enhance directors’ accountability to shareholders and will provide the Company’s shareholders with the opportunity to express their views on the performance of the entire Board on an annual basis. After careful consideration, the Board of Directors determined that it is appropriate and in the best interest of the Company and its shareholders to propose amendments to our Articles of Association to eliminate the classified structure of the Board of Directors.
Under our current Articles of Association, our directors (other than outside directors, whose appointments are required under the Israel Companies Law) are divided into three classes. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors (other than the outside directors). At each annual general meeting of our shareholders, the election or reelection of directors following the expiration of the term of office of that class of directors is for a term of office that expires as of the third annual general meeting following such election or reelection, such that each year the term of office of only one class of directors will expire.
We are proposing to amend and restate our Articles of Association to eliminate the different classes of members of our Board and to set term of each director who is elected or reelected at or after the Annual Meeting (other than outside directors, who shall continue to serve in accordance with the Israel Companies Law) to be one (1) year each, effective immediately. The then-current terms of all directors serving prior to the Annual Meeting shall continue until their completion.
16
Specifically, we propose to amend Article 39.3 of our Articles of Association in its entirety as follows (additions are underlined, deletions are struck through):
| Subject to the provisions of Articles 40 and 41 |
| 39.2 |
Commencing with the Company’s 2018 Annual General Meeting, the members of the Board of Directors of the Company, other than Outside Directors, shall be elected by an Ordinary Resolution in a General Meeting, and each such Director shall hold office until the next Annual General Meeting and until his or her successor shall be elected and qualified.
|
| 39.2 |
Notwithstanding the foregoing Article 39.2.1, any Director, other than Outside Directors, elected prior to the Company’s 2018 Annual General Meeting shall hold office until the completion of his or her then-current term of office.
|
|
|
|
|
17
Proposed Resolution
You are requested to adopt the following resolution:
“1. RESOLVED, that the Company’s Articles of Association be amended and restated, as set forth in the Proxy Statement.”
Vote Required
The affirmative vote of the holders of securities representing at least 75% of the voting securities of the Company is required to adopt the resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
PROPOSAL 3
ELECTION OF MANUEL ECHANOVE AS A DIRECTOR
Background
Manuel Echanove is a nominee for election by the shareholders at the Annual Meeting. If elected, he will serve as a Class III director until the 2021 annual meeting of our shareholders (or, if Proposal 2 is approved, until the 2019 annual meeting of shareholders), and until his successor has been duly elected and qualified, or until his office is vacated in accordance with our Articles of Association or the Israel Companies Law. Mr. Echanove has advised the Company that he is willing to serve as a director if elected, that he has the qualifications and time required for the performance of his duties as a director, and that there are no legal restrictions preventing him from assuming such office.
Biographical information concerning Manuel Echanove is set forth above.
Proposed Resolution
You are requested to adopt the following resolution:
“3. RESOLVED, that Manuel Echanove be elected as a Class III director, to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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, 5759-1999.”
Vote Required
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt the resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
18
PROPOSAL 4
APPROVAL OF THE EQUITY COMPENSATION PAYABLE TO MANUEL ECHANOVE
Background
Subject to the approval of Proposal 3, upon his election, Mr. Echanove will receive the cash compensation approved by our shareholders at our annual meeting held on September 12, 2012 to be paid to our non-employee directors (other than our Outside Directors). Specifically, Mr. Echanove will receive the same annual cash compensation as our other directors, which is equal to the minimum annual cash compensation specified from time to time in the Israel Companies Regulations (Rules Regarding Compensation and Expenses to Outside Directors), 2000, currently equal to NIS 45,000 (approximately $12,200), linked to the Israeli consumer price index. In addition, he will receive a per-meeting attendance fee of NIS 3,750 (approximately $1,0, a fee of NIS 2,250 (approximately $610) for each meeting he attends telephonically or through similar means, and a fee of NIS 1,875 (approximately $510) for each written resolution of the Board executed by him.
In addition, the compensation and nomination committee recommended, and the Board approved subject to the approval of our shareholders, that Mr. Echanove receive an initial grant of 20,000 RSUs under our 2016 Incentive Compensation Plan (the “Plan”), vesting over a period of three years subject to Mr. Echanove being reelected and continuing to serve as a director over such period, with 1/12 of the RSUs vesting at the end of each three-month period from the date of their grant (which shall be the date of the Annual Meeting), with the vesting of said RSUs accelerated upon certain mergers and acquisitions involving the Company.
As of July 31, 2018, 3,144,940 ordinary shares were subject to outstanding equity awards (including outstanding options and unvested RSUs), under all of our option plans and 286,928 shares remained reserved for future grants under the Plan. Taking into account the grants proposed pursuant to Proposals 4 and 7, the number of shares that remain reserved for future grants under the Plan, as of July 31, 2018, is equal to 166,928 shares.
The Israel Companies Law requires that this grant be approved by the compensation and nomination committee, the Board and the shareholders of the Company, in that order. The Company’s compensation and nomination committee and the Board have approved the equity compensation described above as being consistent with the Compensation Policy, and have recommended that the proposed compensation be approved by the Company’s shareholders.
19
Proposed Resolution
You are requested to adopt the following resolution:
“4. RESOLVED, to approve the equity compensation payable to Manuel Echanove, as described in the Proxy Statement.”
Vote Required
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt this resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
PROPOSAL 5
REELECTION OF YIGAL JACOBY AS A DIRECTOR AND CHAIRMAN OF THE
BOARD OF DIRECTORS
Background
Yigal Jacoby is a nominee for reelection by the shareholders at the Annual Meeting. If reelected at the Annual Meeting, he will serve as a Class III Director until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, until the 2019 annual meeting of shareholders), and until his successor has been duly elected and qualified, or until his office is vacated in accordance with our Articles of Association or the Israel Companies Law. Mr. Jacoby has advised the Company that he is willing to continue serving as a director if reelected, that he has the qualifications and time required for the performance of his duties as a director and as Chairman of the Board, and that there are no legal restrictions preventing him from assuming such office.
Biographical information concerning Mr. Jacoby is set forth above.
Proposed Resolution
You are requested to adopt the following resolution:
“5. RESOLVED, that Yigal Jacoby be reelected as a Class III director of the Company and Chairman of the Board of Directors of the Company (the “Board”), to serve until the 2021 annual meeting of shareholders (or, if Proposal 2 is approved, to serve until the 2019 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.”
20
Vote Required
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt the resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
PROPOSAL 6
REELECTION OF NURIT BENJAMINI AS AN OUTSIDE DIRECTOR
Background
As an Israeli company (unless we affirmatively opt out of such requirement (as permitted under the Israel Companies Law)), we are required to have a minimum of two directors who meet certain independence and other criteria established by the Israel Companies Law. These directors are referred to as “Outside Directors.” All of our Outside Directors are required to serve on our audit committee and our compensation and nomination committee, each of which was formed in accordance with the Israel Companies Law and the listing standards of The Nasdaq Stock Market, and at least one Outside Director is required to serve on each other committee of our board of directors.
According to the Israel Companies Law, subject to relief under certain circumstances for companies whose shares are traded on a securities exchange outside of Israel, at least one of the Outside Directors must have “accounting and financial expertise” and the other Outside Director must have either “accounting and financial expertise” or “professional qualifications,” as such terms are defined by regulations promulgated under the Israel Companies Law. Both Mr. Levy and Ms. Benjamini qualify as having relevant accounting and financial expertise.
Outside Directors must be elected by the shareholders by a special majority, as described above. The term of service of an Outside Director is three years and may be extended for up to two additional three-year terms; thereafter, an Outside Director may be reelected by our shareholders for additional periods of up to three years each only if our audit committee and our Board confirm that, in light of the Outside Director’s expertise and special contribution to the work of the Board and its committees, the reelection for such additional period is beneficial to the Company.
Steve Levy and Nurit Benjamini were initially elected as Outside Directors in 2007. Mr. Levy was most recently reelected to serve as an Outside Director until August 14, 2019, and at the Annual Meeting shareholders will be asked to reelect Nurit Benjamini as an Outside Director until February 20, 2022) or until her office is vacated in accordance with our Articles of Association or the Israel Companies Law. Ms. Benjamini has advised the Company that she is willing to continue serving as a director if reelected, that she has the qualifications and time required for the performance of her duties as a director, and that there are no legal restrictions preventing her from assuming such office.
21
Biographical information concerning Nurit Benjamini, the nominee for reelection as an Outside Director, is set forth above.
Our Board has determined that Nurit Benjamini satisfies the requirements for an Outside Director under the Israel Companies Law and the independence requirements under the listing standards of The Nasdaq Stock Market and as having financial and accounting expertise under the Israel Companies Law. The Company’s audit committee and Board have determined that, in light of the expertise and special contribution of Mrs. Benjamini to the Company’s Board and board committees, the reelection of Ms. Benjamini as an Outside Director for an additional three years would be in the Company’s best interests.
Proposed Resolution
You are requested to adopt the following resolution:
“6. RESOLVED, that Nurit Benjamini be reelected as an Outside Director, to serve for a term of three years commencing as of the end of his current term and until February 20, 2022, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.”
Vote Required
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt the resolution, provided that either:
| 1. |
a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, other than a personal interest in the appointment that is not as a result of relationship with the controlling shareholder, be voted “FOR” the resolution; or
|
| 2. |
the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.
|
For certain definitions, see “About the Voting Procedure at the Annual Meeting - What vote is required to approve each proposal presented at the Annual Meeting?” above.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
22
PROPOSAL 7
APPROVAL OF A ONE-TIME GRANT OF 40,000 RSUs AND OPTIONS TO
PURCHASE 60,000 ORDINARY SHARES OF THE COMPANY TO EREZ ANTEBI, OUR CEO
Background
The Company’s compensation and nomination committee recommended to the Board, and the Board approved, a one-time grant, to be made as of the date of the Annual Meeting (provided this Proposal 7 is approved) to Mr. Erez Antebi, our CEO, of (i) 40,000 RSUs with an exercise price of NIS 0.01 per unit and (ii) options to purchase 60,000 ordinary shares of the Company with an exercise price equal to the closing sale price of our ordinary shares as quoted on the NASDAQ Global Market on the date of grant (which, if approved, would be the date of the Annual Meeting). The RSUs and options will vest ratably over a period of four years in equal yearly installments commencing as of the date of the Annual Meeting.
We strive to provide a mix of compensation that supports a pay-for-performance culture and emphasizes long-term incentives. Our executive compensation packages have historically consisted of a mix of options and RSUs, which we believe to be effective tools in aligning performance with compensation.
We have designed our CEO’s compensation package, including the proposed grant, with the objective of aligning a significant portion of his compensation with shareholder interests and Company value. Our long-term success depends, in part, on our ability to continue to retain our CEO, who has been, and is expected to continue to be, vital to our Company’s short- and long-term success. Accordingly, a significant portion of the CEO’s pay package consists of long-term equity incentive compensation. Our compensation committee and Board have structured Mr. Antebi’s equity compensation, to vest over extended periods, thus emphasizing long-term growth and vision rather than short-term gains, and motivating retention of a talented executive.
The proposed grant is intended to keep our CEO’s total annual compensation package competitive and appropriate for the role of CEO in a technology company, while continuing to align his interests closely with those of our shareholders.
Our compensation committee and Board believe that it is in the best interest of our shareholders and the Company to grant Mr. Antebi the proposed grant of RSUs and options providing a competitive and industry-conscious equity compensation package. If this Proposal 7 is not approved at the Annual Meeting, it could ultimately impede our ability to retain a highly-qualified CEO and to incentivize him to continue delivering value to our shareholders, thereby potentially posing a material risk to the Company’s medium- and long-term success. The proposed grant appropriately links Mr. Antebi’s compensation to creating shareholder value and demonstrates a progressive approach to executive compensation.
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The compensation committee and the Board are committed to responsible management of earnings-per-share dilution as the Company must balance the requirements associated with its equity compensation program during its growth stage with the effect on dilution. Therefore, the compensation committee and the Board continue to review the Company’s equity compensation practices to ensure that they remain in line with evolving regulatory conditions and changes in best practices. The Company remains focused on open and ongoing dialogue with its shareholders and welcomes regular feedback regarding its compensation policies.
The Israeli Companies Law requires that this grant be approved by the compensation and nomination committee, the Board and the shareholders of the Company, in that order. The Company’s compensation and nomination committee and the Board have approved the compensation described above as being consistent with the Compensation Policy, and the proposed compensation now requires approval by the Company’s shareholders.
Proposed Resolution
You are requested to adopt the following resolution:
“7. RESOLVED, that the one-time grant of 40,000 RSUs and options to purchase 60,000 ordinary shares of the Company to Mr. Erez Antebi, the Company’s CEO, immediately following the Annual Meeting, is hereby approved.”
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt this resolution, provided that either:
| 1. |
a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders, if any, and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the resolution; or
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| 2. |
the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.
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For certain definitions, see “About the Voting Procedure at the Annual Meeting - What vote is required to approve each proposal presented at the Annual Meeting?” above.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THIS RESOLUTION.
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PROPOSAL 8
REAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Background
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, served as our independent registered public accounting firm for the fiscal year ended December 31, 2017. At the Annual Meeting, shareholders will be asked to approve the reappointment of Kost Forer Gabbay & Kasierer as our independent registered public accounting firm for the year ending December 31, 2018 and until the next annual meeting of shareholders and to authorize the Board, upon the recommendation of the audit committee, to fix the remuneration of the independent registered public accounting firm in accordance with the volume and nature of its services.
Audit Committee Pre-Approval Policies and Procedures
Our audit committee pre-approves audit and non-audit services rendered by Kost Forer Gabbay & Kasierer and its affiliates. This pre-approval is designed to ensure that such engagements do not impair the independence of our independent registered public accounting firm.
The following table sets forth, for each of the years indicated, the fees billed by our independent registered public accounting firm.
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Year ended December 31,
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2016
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2017
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(in thousands of U.S. dollars)
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Audit Fees (1)
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235
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235
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Audit-Related Fees (2)
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30
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30
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Tax Fees (3)
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89
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128
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Total
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354
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393
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____________________
| (1) |
“Audit fees” include fees for services performed by the Company’s independent public accounting firm in connection with our annual audit for 2016 and 2017, certain procedures regarding the Company’s quarterly financial results submitted on Form 6-K and consultation concerning financial accounting and reporting standards.
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| (2) |
“Audit-Related fees” relate to assurance and associated services that are traditionally performed by the independent auditor, including: accounting consultation and consultation concerning financial accounting and reporting standards.
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| (3) |
“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions.
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Proposed Resolution
You are requested to adopt the following resolution:
“8. RESOLVED, that the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 and until the next annual meeting of shareholders be approved, and that the Board, upon recommendation of the audit committee, be authorized to fix the remuneration of said independent registered public accounting firm in accordance with the volume and nature of their services.”
Vote Required
The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt this resolution.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION.
REVIEW OF THE COMPANY’S FINANCIAL STATEMENTS FOR FISCAL YEAR 2017
At the Annual Meeting, the Board will provide a management report which will include a discussion of the Company’s consolidated financial statements for the fiscal year ended December 31, 2017. This item does not require a vote of the Company’s shareholders.
PROPOSALS OF SHAREHOLDERS
Shareholder Proposals for the Annual Meeting
Any shareholder of the Company who intends to present a proposal at the Annual Meeting must satisfy the requirements of the Israel Companies Law. Under the Israel Companies Law, only shareholders who severally or jointly hold at least 1% of the Company’s outstanding voting rights are entitled to request that the Board include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting. Such shareholders may present proposals for consideration at the Annual Meeting by submitting their proposals in writing to our General Counsel at the following address: 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel, Attention: General Counsel. For a shareholder proposal to be considered for inclusion in the Annual Meeting, our General Counsel must receive the written proposal no later than August 13, 2018. If our Board of Directors determines that a shareholder proposal is duly and timely received and is appropriate under applicable Israeli law for inclusion in the agenda of the Annual Meeting, we will publish a revised agenda for the Annual Meeting no later than August 20, 2018 by way of issuing a press release or submitting a Current Report on Form 6-K to the SEC.
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Shareholder Proposals for Annual General Meeting in 2019
We currently expect that the agenda for our annual general meeting to be held in 2019 (the “2019 AGM”) will include (1) the election (or reelection) of the directors who are currently our Class I directors (and if Proposal 2 is approved, the election (or reelection) of the directors (other than our Outside Director) who are elected or reelected at the Annual Meeting); (2) the reelection of Steve Levy as an outside director; (3) the approval of the appointment (or reappointment) of the Company’s auditors; and (4) presentation and discussion of the financial statements of the Company for the year ended December 31, 2018 and the auditors’ report for this period.
Pursuant to Section 66(b) of the Israel Companies Law, shareholders who hold at least 1% of our outstanding ordinary shares are generally allowed to submit a proper proposal for inclusion on the agenda of a general meeting of the Company’s shareholders. Such eligible shareholders may present proper proposals for inclusion in, and for consideration at, the 2019 AGM by submitting their proposals in writing to Allot Communications Ltd., 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Attention: General Counsel. For a shareholder proposal to be considered for inclusion in the agenda for the 2019 AGM, our General Counsel must receive the written proposal not less than 90 calendar days prior to the first anniversary of the Annual Meeting, i.e., no later than May 18, 2019; provided that if the date of the 2019 AGM is advanced by more than 30 calendar days prior to, or delayed (other than as a result of adjournment) by more than 30 calendar days after, the anniversary of the Annual Meeting, for a proposal by a shareholder to be timely it must be so delivered not later than the earlier of (i) the 7th calendar day following the day on which we call and provide notice of the 2019 AGM and (ii) the 14th calendar day following the day on which public disclosure of the date of the 2019 AGM is first made.
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In general, a shareholder proposal must be in English and must set forth (i) the name, business address, telephone number, fax number and email address of the proposing shareholder (and each member of the group constituting the proposing shareholder, if applicable) and, if not a natural person, the same information with respect to the person(s) that controls or manages such person, (ii) the number of ordinary shares held by the proposing shareholder, directly or indirectly, including if beneficially owned by the proposing shareholder (within the meaning of Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended); if any of such Ordinary Shares are held indirectly, an explanation of how they are held and by whom, and, if such proposing shareholder is not the holder of record of any such ordinary shares, a written statement from an authorized bank, broker, depository or other nominee, as the case may be, indicating the number of ordinary shares the proposing shareholder is entitled to vote as of a date that is no more than ten (10) days prior to the date of delivery of the shareholder proposal, (iii) any agreements, arrangements, understandings or relationships between the proposing shareholder and any other person with respect to any securities of the Company or the subject matter of the shareholder proposal, including any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such proposing shareholder, the purpose or effect of which is to give such proposing shareholder economic risk similar to ownership of shares of any class or series of the Company, (iv) the proposing shareholder’s purpose in making the proposal, (v) the complete text of the resolution that the proposing shareholder proposes to be voted upon at the 2019 AGM, (vi) a statement of whether the proposing shareholder has a personal interest in the proposal and, if so, a description in reasonable detail of such personal interest, (vii) a declaration that all the information that is required under the Israel Companies Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided, (viii) if the proposal is to nominate a candidate for election to the Board, a questionnaire and declaration, in form and substance reasonably requested by the Company, signed by the nominee with respect to matters relating to his or her identity, address, background, credentials, expertise, etc., and his or her consent to be named as a candidate and, if elected, to serve on the Board, and (ix) any other information reasonably requested by the Company. The Company shall be entitled to publish information provided by a proposing shareholder, and the proposing shareholder shall be responsible for the accuracy thereof. In addition, shareholder proposals must otherwise comply with applicable law and our Articles of Association. Allot may disregard shareholder proposals that are not timely and validly submitted.
The information set forth in this section is, and should be construed, as a “pre-announcement notice” of the 2019 AGM in accordance with Rule 5C of the Israeli Companies Regulations (Notice of General and Class Meetings in a Public Company), 2000, as amended.
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Annual Meeting other than those detailed in the attached Notice.
ADDITIONAL INFORMATION
The Company’s annual report for the fiscal year ended December 31, 2017 filed on Form 20-F with the SEC on March 22, 2018, is available for viewing and download on the SEC’s website at www.sec.gov, on the Tel-Aviv Stock Exchange filings at www.tase.co.il, as well as under the Investors section of Allot’s website at www.allot.com. In addition, the Company’s reports of foreign private issuer on Form 6-K are available on the SEC’s website at www.sec.gov. Shareholders may download a copy of any of the foregoing documents without charge at www.allot.com.
The Company is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign private issuers. We fulfill these requirements by filing reports with the SEC. The Company’s filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to these proxy rules.
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By Order of the Board of Directors,
/s/ Yigal Jacoby Yigal Jacoby
Chairman of the Board of Directors
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Dated: August 6, 2018
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Exhibit 99.2
PROXY
ALLOT COMMUNICATIONS LTD.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 6, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints 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, September 6, 2018, at 2:30 p.m. local time or at any adjournment or postponement thereof, as shown on the voting side of this card.
(Continued and to be signed on the reverse side.)
ANNUAL MEETING OF SHAREHOLDERS OF
ALLOT COMMUNICATIONS LTD.
September 6, 2018
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.
Please detach along perforated line and mail in the envelope provided .|
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 MEMORANDUM AND ARTICLES OF ASSOCIATION TO PROVIDE FOR THE CHANGE IN THE COMPANY’S ENGLISH NAME TO ALLOT LTD. AND ITS HEBREW NAME TO אלוט בע"מ OR SUCH NAME AS THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) SHALL DETERMINE THAT CONTAINS THE WORD ALLOT OR IN HEBREW, אלוט
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☐
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☐
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☐
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5.
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TO REELECT YIGAL JACOBY AS A CLASS III DIRECTOR AND CHAIRMAN OF THE BOARD, TO SERVE UNTIL THE 2021 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 2 IS APPROVED, TO SERVE UNTIL THE 2019 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
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ABSTAIN
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2.
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TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF ASSOCIATION, EFFECTIVE IMMEDIATELY UPON THE APPROVAL OF THIS PROPOSAL 2, TO PROVIDE FOR THE ELIMINATION OF THE DIFFERENT CLASSES OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, 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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☐
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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 REELECT NURIT BENJAMINI AS AN OUTSIDE DIRECTOR (AS DEFINED IN THE ISRAEL COMPANIES LAW) OF THE COMPANY, TO SERVE FOR A TERM OF THREE YEARS COMMENCING AS OF THE END OF HER CURRENT TERM, OR UNTIL HER 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
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6A.
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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 6, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. UNDER ISRAELI LAW, YOU CANNOT VOTE ON ITEM 6 UNLESS YOU CHECK “YES.” IF YOU ARE UNABLE TO MAKE THIS CONFIRMATION, PLEASE CHECK “NO.”
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☐
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☐
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| FOR |
AGAINST
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ABSTAIN
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| 3. | TO ELECT MANUEL ECHANOVE AS A CLASS III DIRECTOR TO SERVE UNTIL THE 2021 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 2 IS APPROVED, TO SERVE UNTIL THE 2019 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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FOR
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AGAINST | ABSTAIN | |||||||
| 7. |
TO APPROVE A ONE-TIME GRANT OF 40,000 RSUS AND OPTIONS TO PURCHASE 60,000 ORDINARY SHARES OF THE COMPANY TO EREZ ANTEBI, THE COMPANY’S CHIEF EXECUTIVE OFFICER.
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☐ | ☐ | ☐ | |||||
| YES | NO | ||||||||
| 7A. | 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 7, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. UNDER ISRAELI LAW, YOU CANNOT VOTE ON ITEM 7 UNLESS YOU CHECK “YES.” IF YOU ARE UNABLE TO MAKE THIS CONFIRMATION, PLEASE CHECK “NO.” | ||||||||
| FOR |
AGAINST
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ABSTAIN
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☐ | ☐ | |||||
| 4. |
SUBJECT TO THE APPROVAL OF PROPOSAL 3, TO APPROVE THE EQUITY COMPENSATION PAYABLE TO MANUEL ECHANOVE.
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☐ | ☐ | ☐ | |||||
| FOR | AGAINST | ABSTAIN | |||||||
| 8. |
TO APPROVE THE REAPPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018 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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☐ | ☐ | ☐ | |||||
| The undersigned acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement, dated August 6, 2018. | |||||||||
| The proxy will be voted as specified. If a choice is not specified, this proxy will be voted “FOR” all proposals 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. | |||||||||
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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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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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