HAIFA, Israel, April 1,
2024 /PRNewswire/ -- On February 21, 2024, Elbit Systems
Ltd. (NASDAQ: ESLT) (TASE: ESLT) (the "Company") filed a
Current Report on Form 6-K with the U.S. Securities and Exchange
Commission and an equivalent report with the Tel Aviv Stock
Exchange (the "Original Report") to report that the Company would
convene an Extraordinary General Meeting of Shareholders on
April 9, 2024 (the "Meeting").
Attached to the Original Report was a notice and proxy
statement (the "Proxy Statement") for the Meeting, which included
two items on the agenda: (i) the approval of an amended
compensation policy of the Company (the "Amended Compensation
Policy"), and (ii) the approval of an amended employment agreement
of the Company's President and Chief Executive Officer ("CEO"), Mr.
Bezhalel Machlis (the "Amended Employment Agreement").
In order to accommodate comments received from the market, and
following approvals of the Compensation Committee and the Board,
the Company intends to revise the Amended Compensation Policy and
the Amended Employment Agreement, as follows:
- The maximum amount of the annual bonus payable to our CEO,
under each of the Amended Employment Agreement and the Amended
Compensation Policy (defined as the "Maximum CEO's Annual Bonus"),
shall be two million five hundred thousand dollars ($2,500,000).
This change replaces the proposed maximum amount of the CEO annual
bonus equal to three million dollars
($3,000,000) that was proposed to be
paid under each of the Amended Employment Agreement and the Amended
Compensation Policy, which were included in the Proxy Statement to
the Original Report.
- In the section titled "Neutralization of Extraordinary Events"
in the Amended Compensation Policy, it will be clarified that a
unanimous vote in favor of neutralization by each of the
Compensation Committee and the Board will be required for any
neutralization under such section.
The Amended Compensation Policy and the Amended Employment
Agreement are not otherwise modified. All shareholders voting at
the Postponed Meeting (defined below) shall be voting on the agenda
items as otherwise described in the Proxy Statement in the Original
Report.
Postponement of the Company's Extraordinary
Shareholders Meeting
In addition, in order to allow our shareholders additional time
to consider the change described above, the Company hereby
announces that the Meeting will be postponed and will take place on
the newly scheduled date of Thursday, April
18, 2024, at the same time and place (the "Postponed
Meeting"), as indicated in the Proxy Statement.
The record date for the original Meeting – March 4, 2024 – will remain unchanged, and will
also be the record date for the Postponed Meeting.
The following dates will apply to the Postponed Meeting:
- In order to be counted for purposes of voting at the Postponed
Meeting, a properly signed proxy card must be received by the
Company at least six (6) hours before the Postponed Meeting (i.e.,
before 8:00 a.m. Israel time, on Thursday, April 18, 2024).
- Shareholders are able to vote their shares through the ISA
electronic voting system, following a registration process, no
later than six (6) hours before the Postponed Meeting (i.e., before
8:00 a.m. Israel time, on Thursday, April 18, 2024).
- Position Statements should be submitted to the Company at its
registered offices, at Elbit Systems Ltd., Advanced Technology
Center, Haifa 3100401,
Israel, to the attention of Mrs.
Adi Pinchas Confino, Corporate
Secretary, no later than the close of business on Monday, April 8, 2024.
- One or more shareholders holding at least one percent (1%) of
the Company's total voting rights may present proposals for
consideration at the Postponed Meeting by submitting their
proposals to the Company at its registered offices, at Elbit
Systems Ltd., Advanced Technology Center, Haifa 3100401, Israel, to the attention of Mrs. Adi Pinchas Confino, Corporate Secretary, no
later than the close of business on Monday,
April 8, 2024. If the Company determines that a
shareholder's proposal is appropriate for inclusion in the
Postponed Meeting agenda, a revised agenda will be published by the
Company.
Except as set forth above, the Proxy Statement has not been
otherwise modified, and shall remain in force as filed with the
Original Report.
About Elbit Systems
Elbit Systems is a leading global defense technology company,
delivering advanced solutions for a secure and safer world. Elbit
Systems develops, manufactures, integrates and sustains a range of
next-generation solutions across multiple domains.
Driven by its agile, collaborative culture, and leveraging
Israel's technology ecosystem,
Elbit Systems enables customers to address rapidly evolving
battlefield challenges and overcome threats.
Elbit Systems employs approximately 19,000 people in dozens
of countries across five continents. In 2023, the Company reported
approximately $6.0 billion in
revenues and an order backlog of $17.8
billion.
For additional information, visit: https://elbitsystems.com,
follow us on Twitter or visit our official Facebook, Youtube and
LinkedIn Channels.
Company Contact:
Dr. Yaacov (Kobi)
Kagan, Executive VP - CFO
Tel:
+972-77-2946663
kobi.kagan@elbitsystems.com
Dr. David Ravia, Investor
Relations
Tel: +972-77-2947169
david.ravia@elbitsystems.com
Dalia Bodinger, VP,
Communication & Brand
Tel: 972-77-2947602
dalia.bodinger@elbitsystems.com
This press release may contain forward–looking statements
(within the meaning of Section 27A of the Securities Act of 1933,
as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Israeli Securities Law, 1968) regarding Elbit
Systems Ltd. and/or its subsidiaries (collectively the Company), to
the extent such statements do not relate to historical or current
facts. Forward-looking statements are based on management's current
expectations, estimates, projections and assumptions about future
events. Forward–looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, as amended. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions about the Company, which are difficult to predict,
including projections of the Company's future financial results,
its anticipated growth strategies and anticipated trends in its
business. Therefore, actual future results, performance and
trends may differ materially from these forward–looking statements
due to a variety of factors, including, without limitation: scope
and length of customer contracts; governmental regulations and
approvals; changes in governmental budgeting priorities; general
market, political and economic conditions in the countries in which
the Company operates or sells, including Israel and the
United States, among others, including the duration and
scope of the current war in Israel, and the potential impact on our
operations; changes in global health and macro-economic conditions;
differences in anticipated and actual program performance,
including the ability to perform under long-term fixed-price
contracts; changes in the competitive environment; and the outcome
of legal and/or regulatory proceedings. The factors listed above
are not all-inclusive, and further information is contained in
Elbit Systems Ltd.'s latest annual report on Form 20-F, which is on
file with the U.S. Securities and Exchange Commission. All
forward–looking statements speak only as of the date of this
release. Although the Company believes the expectations reflected
in the forward-looking statements contained herein are
reasonable, it cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither the Company nor any
other person assumes responsibility for the accuracy and
completeness of any of these forward-looking statements.
The Company does not undertake to update its forward-looking
statements.
Elbit Systems Ltd., its logo, brand, product, service and
process names appearing in this release are the trademarks or
service marks of Elbit Systems Ltd. or its affiliated
companies. All other brand, product, service and process
names appearing are the trademarks of their respective
holders. Reference to or use of a product, service or process
other than those of Elbit Systems Ltd. does not imply
recommendation, approval, affiliation or sponsorship of that
product, service or process by Elbit Systems Ltd. Nothing contained
herein shall be construed as conferring by implication, estoppel or
otherwise any license or right under any patent, copyright,
trademark or other intellectual property right of Elbit Systems
Ltd. or any third party, except as expressly granted herein.
Logo:
https://mma.prnewswire.com/media/2017806/Elbit_Systems_Logo.jpg
View original
content:https://www.prnewswire.com/news-releases/elbit-systems-announces-amendment-to-the-companys-proxy-statement-302104377.html
SOURCE Elbit Systems Ltd.