Shareholders to Vote on Proposals Designed to Enhance Shareholder
Choice in Contested Elections
SUNNYVALE, Calif. & YOKNEAM, Israel -- (Business Wire)
Mellanox Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of
high-performance, end-to-end smart interconnect solutions for data
center servers and storage systems, today announced that it intends to
hold an extraordinary general meeting of shareholders (“EGM”) in May
2018. The date, time, place and applicable record date for purposes of
the EGM will be announced separately by Mellanox. Following the EGM, the
Company intends to begin the process of scheduling the Annual General
Meeting of shareholders (“2018 AGM”). Mellanox currently anticipates
holding the 2018 AGM on July 25, 2018, following the receipt of results
from the EGM.
Mellanox has elected to hold an EGM at which shareholders will vote on
the following best-in-class governance proposals:
Establish Plurality Voting in the Event of Contested Elections:
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Mellanox’s articles of association currently include a majority voting
provision for the election of directors.
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In line withgovernance best practices for U.S.-listed
companies, Mellanox intends to seek shareholder approval to amend its
current articles of association to provide for a plurality voting
standard in a contested election.
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A plurality voting standard in a contested election of directors will
ensure that if the number of director nominees proposed by the
Mellanox Board of Directors (the “Board”) and shareholders of Mellanox
exceeds the total number of directors to be elected, those director
nominees receiving the largest number of votes would be elected to the
Board. A plurality voting standard maximizes the ability of
shareholders to elect the directors they want.
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If the current majority voting standard is not amended and continues
to apply in the event of a contested election of directors, it is
possible that, due to abstentions and against votes, no directors
would be elected to the Board, or that less than the full Board would
be elected and remaining vacancies on the Board would then be filled
by the elected directors, rather than Mellanox shareholders.
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The amendment proposed by the Mellanox Board providing for a plurality
voting standard in a contested election of directors would align the
Company’s voting practices with the guidelines of institutional
shareholders and proxy advisory firms, such as Institutional
Shareholder Services and Glass Lewis.
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The proposed amendment will not affect the existing majority voting
standard for the election of directors of Mellanox in an uncontested
election of directors.
Require the Use of Universal Proxy Cards:
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The adoption of universal proxy cards in a contested election of
directors will provide for all nominees put forth by either the Board
or any shareholder of Mellanox to be listed together on the universal
proxy cards, enabling shareholders to elect any combination of
director nominees they choose without attending the shareholder
meeting in person.
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Absent this proposed amendment, Mellanox shareholders would receive
two versions of a proxy card – one version listing director nominees
proposed by the Board and another version listing director nominees
proposed by a shareholder. Applicable laws and proxy voting mechanics
do not allow shareholders to use both proxy cards to vote, and each
card would contain director nominees only from either the Board or the
nominating shareholder. As a result, a shareholder would not be able
to vote for a combination of any director nominees from each
nominating party.
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In order to permit Mellanox shareholders to vote to elect any
combination of director nominees put forth by the Board and any
shareholder of Mellanox, Mellanox intends to seek shareholder approval
of an amendment to its current articles of association requiring the
use of universal proxy cards in a contested election, and requiring
that director nominees consent to be included on each universal proxy
card.
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Universal proxy cards have been advocated for by institutional
investors, including by the Council of Institutional Investors, as a
way to ensure a fairer, less cumbersome voting process. In addition,
SEC Commissioner Kara M. Stein shared her views about universal proxy
cards in a recent speech: “…we should continue to be ready to help
fortify the corporation-shareholder relationship as we move forward.
For example, we should adopt final rules regarding the use of
universal proxy cards. These rules should recognize that few
shareholders can dedicate the time and resources necessary to attend a
company’s meeting in person and that, in the modern marketplace, most
voting is done by proxy. The Commission’s rules need to change to
reflect our current reality, empowering companies and shareholders
alike.”1
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In order to allow existing shareholder director nominees for the 2018
AGM to be included on universal proxy cards, Mellanox has committed to
permit those nominees to consent to being named on the universal proxy
cards for a period of 10 days following shareholder approval of the
use of universal proxy cards at the EGM.
“Mellanox is committed to best-in-class governance practices and
shareholders deserve the right to choose the director candidates who
they believe will best guide Mellanox’s strategy and success over the
long term,” said Irwin Federman, Chairman of the Board of Mellanox. “It
is critical that the composition of the Mellanox Board accurately
reflects the intentions of our Company’s shareholders, and we are taking
the steps necessary to ensure shareholder voices are heard. In addition
to enhancing choice, the proposed amendments protect Mellanox
shareholders from the unintended consequences inherent in the Company’s
current voting provisions, thereby maximizing our shareholders’ ability
to select the Board of their choosing. Our Board unanimously recommends
all shareholders vote to approve the adoption of both the plurality
voting provision and universal proxy at the EGM. The Mellanox Board
remains committed to driving enhanced value and looks forward to
continuing its ongoing dialogue with shareholders.”
The Company noted that holding the EGM will allow Mellanox shareholders
to approve and enable the adoption of plurality voting standards and
adopt the application of universal proxy cards prior to the 2018 AGM.
Advance Notice Deadlines for Shareholder Proposals
The Company currently anticipates holding the 2018 AGM on July 25, 2018.
Because the 2018 AGM will be held on a date that is more than 30 days
after the first anniversary of the Company's 2017 AGM, the Company has
set a new deadline for the receipt of shareholder proposals for the 2018
AGM in accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). To be considered timely,
proposals made in accordance with Rule 14a-8 under the Exchange Act must
be delivered to the Secretary of the Company prior to the close of
business on March 26, 2018, which the Company has determined is a
reasonable time before it begins to print and mail its proxy materials.
Shareholder proposals must otherwise comply with the requirements of
Rule 14a-8 of the Exchange Act.
In addition, shareholders holding at least 1% of the voting power in the
Company have the right pursuant to Section 19(b) of the Company’s
articles of association to request that the Board include an item in the
agenda of a general meeting of the shareholders. The Board may include
such item in the agenda of a general meeting of the shareholders only if
the request has been delivered to the Secretary of the Company not later
than 60 days and not more than 120 days prior to the applicable general
meeting of the shareholders and otherwise in accordance with the
requirements of Section 19(b) of the Company’s articles of association
and the Israeli Companies Law, 1999 (the “Companies Law”).
Shareholders holding at least 1% of the voting power in the Company also
have the right to request that the Board include an item in the agenda
of a general meeting of the shareholders pursuant to Section 66(b) of
the Companies Law. The Company shall not consider shareholder proposals
pursuant to Section 66(b) of the Companies Law for inclusion in the
agenda of the EGM if received later than March 21, 2018, which is the
date 14 days following the date hereof.
Shareholders may submit proposals by sending their proposals to the
Secretary of the Company at Mellanox Technologies, Ltd., c/o Mellanox
Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale,
California 94085, Attention: Corporate Secretary.
Supporting Resources:
About Mellanox
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end
InfiniBand and Ethernet smart interconnect solutions and services for
servers and storage. Mellanox interconnect solutions increase data
center efficiency by providing the highest throughput and lowest
latency, delivering data faster to applications and unlocking system
performance capability. Mellanox offers a choice of fast interconnect
products: adapters, switches, software and silicon that accelerate
application runtime and maximize business results for a wide range of
markets including high performance computing, enterprise data centers,
Web 2.0, cloud, storage and financial services. More information is
available at: www.mellanox.com.
Important Additional Information and Where You Can Find It
The Company and certain of its directors and executive officers may be
deemed to be participants in a solicitation of proxies in connection
with the matters to be considered at the EGM and the 2018 AGM.
Information regarding the names of the Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s preliminary proxy
statement filed with the SEC on March 7, 2018, and reports filed by the
Company and Forms 3 and Forms 4 filed by the Company’s executive
officers and directors with the SEC after March 7, 2018. These documents
are available free of charge at the SEC’s website at www.sec.gov.
Additional information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the Company’s proxy statements for its EGM and its 2018
AGM, including the schedules and appendices thereto.
The Company intends to furnish its definitive proxy statements and white
proxy cards for the EGM and the 2018 AGM to each shareholder entitled to
delivery of a proxy, and intends to file such definitive proxy
statements and white proxy cards with the SEC. THE COMPANY URGES ITS
SHAREHOLDERS TO CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENTS
(INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING WHITE
PROXY CARDS AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE
WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Copies of the definitive proxy statements, any
solicitation materials and any other documents filed by the Company with
the SEC will be made available free of charge at the SEC’s website at www.sec.gov.
These documents will also be made available free of charge on the
Company’s website at www.mellanox.com
or by contacting the Company’s proxy solicitor, Mackenzie Partners, Inc.
at mlnxproxy@mackenziepartners.com.
This press release does not constitute a convening notice for the EGM or
the 2018 AGM under Israeli law, and separate notices convening the EGM
and the 2018 AGM and setting the date, place and record date of the EGM
and the 2018 AGM will be made separately in due course.
Note: Mellanox is a trademark of Mellanox Technologies, Ltd.
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1 Permission to use quotation neither sought nor
obtained
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Contacts:
Mellanox Technologies, Ltd.
Investor Contact
Jeffrey
Schreiner, +1-408-916-0012
jschreiner@mellanox.com
or
Media
Contact
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko,
Jeff Kauth, Kaitlin Kikalo
+1-415-869-3950 / +1-212-355-4449
or
Israel
PR Contact
Galai Communications Public Relations
Jonathan
Wolf, +972 3-613-52-84
yoni@galaipr.com
or
Israel
IR Contact
Gelbart Kahana Investor Relations
Emanuel
Kahana, +972 3-607-47-17
mano@gk-biz.com
or
Additional
IR Contact
MacKenzie Partners, Inc.
Bob Marese/Dan Burch
+1-212-929-5500
Source: Mellanox Technologies, Ltd.
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