TAT Technologies Ltd., today announced that it has scheduled an annual and extraordinary general meeting of shareholders, to take place on Wednesday, July 9, 2014, at 5:00 p.m. Israel time, at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. The record date for the meeting is June 5, 2014.
The agenda of the Meeting shall be as follows:
1. Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next Annual General Meeting of Shareholders, and delegation to the Company’s Audit Committee and Board of Directors of the authority to determine the accountants’ remuneration in accordance with the volume and nature of their services; and
2. Approval of the re-election of each of Mr. Samuel Vlodinger, Mr. Ron Ben Haim, Mr. Jan Loeb and Ms. Dafna Gruber to serve as Directors of the Company, each to hold office until our next Annual General Meeting of Shareholders; and
3. Approval of the re-election of Mr. Avi Shani to serve as an External Director in the Company for a three-year term commencing on the date of his election at this Meeting; and
4. Approval, in accordance with Section 272(c1)(1) of the Israeli Companies Law, 5759-1999 (the “Companies Law”) of the following compensation to Mr. Itsik Maaravi, the Company’s President & CEO: (1) an increase of the monthly payment payable to the CEO; (2) a grant of an annual bonus for the year 2013; and (3) a grant of options to purchase ordinary shares of the Company.
In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2013.
The approval of each of Items 1 and 2 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.
The approval of Item 3 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in the nomination of Mr. Avi Shani as an external director, excluding personal interest that is not related to a relationship with the controlling shareholder of the Company (votes abstaining shall not be taken into account in counting the above-referenced shareholder votes); or (ii) the total number of shares of non-controlling shareholders and non-interested shareholders voted against the proposal in Item 3 must not represent more than two percent (2%) of the total voting rights in the Company.
The approval of Item 4 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in the approval of the proposal set forth in Item 4; or (ii) the total number of shares of non-controlling shareholders and non-interested shareholders voted against the proposal in Item 4 must not represent more than two percent (2%) of the total voting rights in the Company. Votes abstaining shall not be taken into account in counting the above-referenced shareholder votes.
Only shareholders of record at the close of business on June 5, 2014, (the “Record Date”) will be entitled to receive notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.
Shareholders who will not attend the Meeting in person may vote with respect to Items 1 through 4 by means of a proxy card and are required to complete, sign, date and return the proxy card no later than July 7, 2014, 5:00 P.M. Israel time, to permit verification. Voting will be done by completing the second part of the proxy card. The form of proxy card was furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and is available to the public on
the Commission’s website at http://www.sec.gov. The form of proxy card is also available on the websites:
http://www.magna.isa.gov.il or http://www.maya.tase.co.il.
Shareholders wishing to express their position on Items 1 through 4 on the agenda for this Meeting may do so by submitting a written statement (hereinafter “Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. Any Position Statement received will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il. Position Statements should be submitted to the Company no later than June 12, 2014.
A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.
A shareholder, whose shares are registered with a Tel-Aviv Stock Exchange Ltd. (the “TASE”) member and are not registered on the Company’s shareholders’ register, is entitled to receive from the TASE member who holds the shares on the shareholder’s behalf, by e-mail, for no charge, a link to the text of the proxy card and to the Position Statements posted on the Israel Securities Authority website, provided, that the notice was provided with respect to a particular securities account, prior to the Record Date.
A shareholder whose Shares are registered with a member of the TASE, is required to prove his share ownership to vote at the Meeting. Such shareholder shall provide the Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.
Discussion at the Meeting will be commenced if a quorum is present. A quorum is comprised of two or more shareholders who are present in person or by proxy, or who have delivered to the Company a proxy card indicating their manner of voting, and who hold or represent shares conferring in the aggregate at least one-third (33.33%) of the voting power in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to July 16, 2014, at the same time and place. If a quorum is not present within half an hour of the time designated for the adjourned meeting, two shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.
Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority in the aforementioned internet websites.
About TAT Technologies LTD.
TAT Technologies LTD. is a leading provider of products and services to the commercial and military aerospace and ground defense sectors. TAT operates under three segments: (i) Original Equipment Manufacturing or “OEM” of Heat Management Solutions; (ii) Maintenance, Repair and Overhaul or “MRO” services of Heat Transfer Products; and (iii) Maintenance, Repair and Overhaul or “MRO” services for aircraft components.
TAT’s activities in the area of OEM of Heat Management and Flow Control Solutions includes primarily the design, development, manufacture and sale of: (i) a broad range of heat transfer components such pre-coolers, oil/fuel hydraulic coolers and cold plates used in mechanical and electronic systems on-board commercial, business and military aircraft; (ii) environmental control and cooling systems for use on board aircraft and on ground applications; and (iii) a variety of other electronic and mechanical aircraft accessories and systems such as pumps, valves, power systems and turbines.
TAT’s activities in the area of MRO of Heat Transfer Products include the maintenance, repair and overhaul of heat transfer equipment and to a lesser extent, the manufacture of certain heat transfer products. TAT’s Limco subsidiary operates an FAA certified repair station, which provides heat transfer MRO services and products for airlines, air cargo carriers, maintenance service centers and the military.
TAT’s activities in the area of MRO services for Aviation Components include the maintenance, repair and overhaul of APUs, Landing Gear and other aircraft components. TAT’s Piedmont subsidiary operates an FAA certified repair station, which provides aircraft component MRO services for airlines, air cargo carriers, maintenance service centers and the military.
TAT also holds approximately 29% of the equity of First Aviation Services, a world-wide service provider to the aerospace industry and a one-stop-shop for maintenance, repair and overhaul services (for propellers and landing gear) for the General Aviation Industry.
TAT’s executive offices are located in the Re’em Industrial Park, Neta Boulevard, Bnei Ayish, Gedera 70750, Israel.
For more information of TAT Technologies Ltd., please visit our web-site:
Mr. Tiko Gadot
SOURCE TAT Technologies Ltd