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SEC Filings
6-K
ELBIT SYSTEMS LTD filed this Form 6-K on 03/01/2018
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QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDERS'
EXTRAORDINNARY GENERAL MEETING

The following questions and answers summarize the major issues to be discussed at the Shareholders' Extraordinary General Meeting. For a more complete description of the issues please see the accompanying Proxy Statement.

Q:
When and where is the Meeting?
A:
The Meeting will take place at 12:30 p.m. local time, on Wednesday, April 11, 2018, at the Company's offices at the Advanced Technology Center, Haifa, Israel.

Q:
What is the record date for the Meeting?
A:
The record date is Wednesday, March 7, and all shareholders holding shares at the close of business on Wednesday, March 7, 2018 will be entitled to receive notice of and to vote at the Meeting.

Q:
What are the items to be voted on at the Meeting?
A:
The items to be voted on include:

(i)
approval of a new compensation policy with respect to the terms of office and employment of the Company’s executive officers and directors, substantially in the form attached as Exhibit A to the accompanying Proxy Statement;

(ii)
approval of the grant of options by the Company to the Company's CEO; and

(iii)
approval of the grant by POCell Tech Ltd, ("PO") of options to the Company's CEO.

Q:
Why is it necessary to approve a new compensation policy with respect to the terms of office and employment of the Company’s executive officers and directors?
A:
In accordance with the Israel Companies Law 5759-1999 (the “Companies Law”), a publicly traded company such as the Company, must have in force a compensation policy with respect to the terms of office and employment of the company’s executive officers and directors, which must be reviewed and re-approved at least every three years by the compensation committee, the board of directors and the shareholders of the company. The Company’s former compensation policy has expired.

Q:
Why is it necessary to approve the grant by the Company and by PO of options to the Company's CEO?
A:
The granting of an equity award to an executive officer of a publicly traded company is considered pursuant to the Companies Law as part of such executive officer's employment terms. The terms of employment of the general manager (or the CEO) of a publicly traded company such as the Company, must be approved by the company’s compensation committee and the board of directors, as well as by the required majority of the company's shareholders.

Q:
Does the Company and its Board of Directors support the proposals to be voted on at the Meeting?
A:    Yes.

Q:
What voting majority is required to approve the proposals?
A:
In order to approve each of the proposals under Items 1, 2 and 3 of the Proxy Statement, a majority of the votes properly cast at the Meeting, either in person or by proxy or by other voting instrument, is required provided that: (i) the above majority must include a majority of the total votes of shareholders who are not controlling shareholders of the Company and shareholders who do not have a "personal interest" (for the definition of "personal interest" see the Proxy Statement) in the approval of the resolution, who participate in the vote, in person or by proxy (abstentions will not be taken into account); or (ii) the total number of votes of the shareholders referred to in (i) above that are voted against the proposed resolution does not exceed two percent (2%) of the Company’s total voting rights.


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