SEC Form 6-K filed by Check Point Software Technologies Ltd.
$CHKP
Computer Software: Prepackaged Software
Technology
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September 2025
Commission File Number 0-28584
Check Point Software Technologies Ltd.
(Translation of registrant’s name into English)
5 Shlomo Kaplan Street, Tel Aviv, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
This Form 6-K is incorporated by reference into the Registrant’s Form S-8 File Nos. 333-132954, 333-207335, 333-211113, 333-228075,
333-235322, 333-240141, 333-276518, 333-278473 and 333-285866.
Annual General Meeting
Check Point Software Technologies Ltd. (the “Company”) held its Annual General Meeting on September 3, 2025. A total of
85.8 million Ordinary Shares, par value NIS 0.01 per share, of the Company (“Ordinary Shares”) held by shareholders of record at the close of business on July 23, 2025 (the “Record Date”) were present and entitled to vote at the Annual General Meeting.
At the Annual General Meeting, the Company’s shareholders voted on the following seven proposals:
Proposal 1:
To elect the following six directors to the Board to serve until the 2026 annual general meeting of shareholders:
|
Nominee
|
For
|
Against
|
Abstain
|
|
Gil Shwed
|
82,386,973
|
3,132,911
|
231,664
|
|
Nadav Zafrir
|
83,926,014
|
1,459,691
|
365,843
|
|
Tzipi Ozer-Armon
|
84,133,064
|
1,252,131
|
366,353
|
|
Tal Shavit
|
76,766,431
|
8,616,233
|
368,884
|
|
Jill D. Smith
|
77,958,805
|
7,425,103
|
367,640
|
|
Jerry Ungerman
|
82,850,925
|
2,534,611
|
366,012
|
Each of the nominees was elected by the Company’s shareholders by the requisite majority required under the Israeli Companies Law, 5759-1999 (the “Companies Law”).
Proposal 2:
To approve the appointment and compensation of Company’s independent public accountants:
|
For
|
Against
|
Abstain
|
|
75,094,234
|
10,614,104
|
43,210
|
Proposal 2 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 3:
To approve the compensation of the Company’s Chief Executive Officer:
Non-Controlling Shareholder and Without Personal Interest:
|
For
|
Against
|
Abstain
|
|
70,911,076
|
14,751,367
|
89,105
|
Controlling Shareholder or with Personal Interest:
|
For
|
Against
|
Abstain
|
|
0
|
0
|
0
|
Proposal 3 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 4:
To approve the compensation of the Company’s Executive Chair:
|
For
|
Against
|
Abstain
|
|
77,582,076
|
8,079,181
|
90,291
|
Proposal 4 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 5:
To approve the adoption of the Company’s Executive Compensation Policy.
Non-Controlling Shareholder and Without Personal Interest:
|
For
|
Against
|
Abstain
|
|
56,665,201
|
4,117,261
|
95,861
|
Controlling Shareholder or with Personal Interest:
|
For
|
Against
|
Abstain
|
|
24,873,225
|
0
|
0
|
Proposal 5 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 6:
To approve an amendment to the Company’s Employee Stock Purchase Plan.
|
For
|
Against
|
Abstain
|
|
85,479,577
|
214,677
|
57,294
|
Proposal 6 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Exhibit
|
Exhibit 99.1
|
Press Release of the Company, dated September 3, 2025, “Check Point Software Shareholders Approve All 2025 Annual General Meeting Proposals”.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Check Point Software Technologies Ltd.
| By: |
/S/ Shira Yashar
|
| Name: |
Shira Yashar
|
| Title: |
General Counsel
|
Date: September 3, 2025
Exhibit