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SOL-GEL TECHNOLOGIES LTD.
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Date: June 21, 2023
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By:
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/s/ Gilad Mamlok
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Gilad Mamlok
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Chief Financial Officer
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(1)
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year
2023 and for an additional period until the following annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2022;
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(2)
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To approve the election of Mr. Sharon Kochan and the re-election of Dr. Alon Seri-Levy, Mr. Moshe Arkin, Mr. Itai Arkin, Ms. Hani Lerman, Dr. Shmuel Ben Zvi and Mr. Jonathan B. Siegel to
the Board of Directors, each for an additional one-year term until the annual general meeting to be held in 2024;
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(3)
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To approve the grant of an award of options to, and an amendment to the terms of engagement of, Dr. Alon Seri-Levy; and
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(4)
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To approve amendments to the Company’s Compensation Policy.
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(1)
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year
2023 and for an additional period until the following annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2022;
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(2)
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To approve the election of Mr. Sharon Kochan and the re-election of Dr. Alon Seri-Levy, Mr. Moshe Arkin, Mr. Itai Arkin, Ms. Hani Lerman, Dr. Shmuel Ben Zvi and Mr. Jonathan B. Siegel to
the Board of Directors, each for an additional one-year term until the annual general meeting to be held in 2024;
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(3)
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To approve the grant of an award of options to, and an amendment to the terms of engagement of, Dr. Alon Seri-Levy; and
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(4)
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To approve amendments to the Company’s Compensation Policy.
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approval by a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, excluding abstentions;
or
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the total number of shares held by non-controlling shareholders or anyone on their behalf who do not have a personal interest in the proposal
(as described in the previous bullet point) that is voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in our Company.
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Name
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Age
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Position
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Alon Seri-Levy
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62
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Chief Executive Officer and Director
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Moshe Arkin
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71
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Executive Chairman of the Board of Directors
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Itai Arkin
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35
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Director
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Hani Lerman
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51
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Director
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Shmuel Ben Zvi
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63
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Independent Director
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Sharon Kochan
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54
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Independent Director
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Jonathan B. Siegal
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50
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Independent Director
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approval by a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal that is voted at the Meeting, excluding abstentions; or
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the total number of shares held by non-controlling shareholders or anyone on their behalf who do not have a personal interest in the proposal (as described in the previous bullet-point) that is voted against the proposal does not
exceed two percent (2%) of the aggregate voting rights in our Company.
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approval by a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal that is voted at the Meeting, excluding
abstentions; or
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the total number of shares held by non-controlling shareholders or anyone on their behalf who do not have a personal interest in the proposal (as described in the previous bullet-point) that is voted against
the proposal does not exceed two percent (2%) of the aggregate voting rights in our Company.
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Name: |
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Signature:
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Date: |
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(1) | offenses under Sections 290-297 (bribery), 392 (theft by an officer), 415 (obtaining a benefit by fraud), 418-420 (forgery), 422-428 (fraudulent solicitation, false registration in the records of a legal entity, manager and employee offences in respect of a legal entity, concealment of information and misleading publication by a senior officer of a legal entity, fraud and breach of trust in a legal entity, fraudulent concealment, blackmail using force, blackmail using threats) of the Israel Penal Law 5737-1997; and offences under sections 52C, 52D (use of inside information), 53(a) (offering shares to the public other than by way of a prospectus, publication of a misleading detail in the prospectus or in the legal opinion attached thereto, failure to comply with the duty to submit immediate and period reports) and 54 (fraud in securities) of the Israel Securities Law; | |
(2) | conviction by a court outside of the State of Israel of an offense of bribery, fraud, offenses of directors/managers in a corporate body or exploiting inside information. |
11.2 |
Compensation Recovery ("Clawback")
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11.2.1. |
In the event of an accounting restatement, Sol-Gel shall
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11.2.2. |
Notwithstanding the aforesaid, the Compensation Recovery will not be triggered in the following events:
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The financial restatement is required due to changes in the applicable GAAP financial reporting standards as determined by the Company’s outside
auditor;
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The Company (subject to any required approval by the applicable law) has determined that the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be
recovered; or
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Otherwise as provided in the SEC Clawback Rule
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11.2.3. |
The Company intends to adopt a clawback policy (“Nasdaq Clawback Policy”) that complies with the listing standards (“Nasdaq Standards”) to be adopted by The Nasdaq Stock Market LLC
(“Nasdaq”) in accordance with the provisions of Rule 10D-1 under the Securities and Exchange Act of 1934, as amended (as amended from time to time, the “SEC Clawback Rule”), which directs national securities
exchanges, including Nasdaq, to establish listing standards for purposes of complying with such rule. Any provision of the Nasdaq Clawback Policy as required by the Nasdaq Standards shall be deemed to comply with this Compensation
Policy. In the event of any inconsistency between this Policy and the Nasdaq Clawback Policy, the Nasdaq Clawback Policy shall prevail to the extent the Nasdaq Clawback Policy expands the obligation of the Company to conduct
a Compensation Recovery. For the avoidance of any doubt, no amendments to, or further corporate approvals in connection with, this Compensation Policy will be required in connection with the adoption of the Nasdaq
Clawback Policy.
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11.2.4. | Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding disgorging of profits imposed on Executive
Officers by virtue of other applicable securities or other laws, regulations or listing standards |
28 |
Following June 23, 2023, the maximum compensation of the Company's directors (including external directors and independent directors) will increase by 15% and shall not exceed the following:
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28.1 |
Base payment of $67,275 per year (the "Base Payment");
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28.2 |
Chairman of the Board- an additional amount of $37,375 per year to the Base Payment;
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28.3 |
Committee Chairman- an additional amount of $14,950 per year to the Base Payment;
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28.4 |
Lead Independent Director – an additional amount of $14,950 per year to the Base Payment; and
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28.5 |
Committee member- an additional amount of $7,475 per year to the Base Payment.
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31. |
Equity based-compensation granted to the Company’s directors shall not exceed
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SOL-GEL TECHNOLOGIES LTD.
7 GOLDA MEIR ST., WEIZMANN SCIENCE PARK
NESS ZIONA, 7403650, ISRAEL
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 25, 2023. Have your proxy card in
hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on July 25, 2023. Have your proxy card in hand when you call and then
follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V20012-P96899
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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SOL-GEL TECHNOLOGIES LTD.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.
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For
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Against
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Abstain
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1. |
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year 2023 and for an additional period until the following annual general meeting.
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☐ | ☐ | ☐ | ||||||||||||||
For | Against | Abstain | ||||||||||||||
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2.
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year 2023 and for an additional period until the following annual general
meeting.
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3a.
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To approve the grant of an award of options to Dr. Alon Seri-Levy.
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☐ |
☐
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☐
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3b |
To approve an amendment to the terms of engagement of Dr. Alon Seri-Levy.
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☐ | ☐ | ☐ | ||||||||||||
Yes
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No
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3c.
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Are you a controlling shareholder or do you have a personal interest in approval of proposals 3a and 3b above? Response required for vote to be counted.
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☐ |
☐
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Nominees:
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2a. |
Mr. Sharon Kochan
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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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2b. |
Dr. Alon Seri-Levy
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☐
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☐
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☐
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4.
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To approve amendments to the Company's Compensation Policy.
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☐ |
☐
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☐
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2c. |
Mr. Moshe Arkin
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☐
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☐
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☐
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Yes |
No
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4a.
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Are you a controlling shareholder or do you have a personal interest in approval of proposal 4 above? Response required for vote to be counted.
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☐ |
☐
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2d. |
Mr. Itai Arkin
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☐
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☐
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☐
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2e. |
Ms. Hani Lerman
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☐
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☐
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☐
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2f. |
Dr. Shmuel Ben Zvi
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☐
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☐
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☐
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2g. |
Mr. Jonathan B. Siegel
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☐
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☐
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☐
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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