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 October 2024
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 and 333-278473.
Annual General Meeting
Check Point Software Technologies Ltd. (the “Company”) held its Annual General Meeting on October 31, 2024. A total of 87.6 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 September 18, 2024 (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 increase the size of the Board of Directors (the “Board”) to ten members in accordance with the Company’s Articles of Association:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
87,207,307
|
331,522
|
49,197
|
99.6%
|
Proposal 2:
To elect the following seven directors to the Board to
serve until the 2025 annual general meeting of shareholders:
|
Nominee
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
Gil Shwed
|
86,820,027
|
726,070
|
41,929
|
99.2%
|
|
Nadav Zafrir
|
86,882,870
|
553,563
|
151,593
|
99.4%
|
|
Tzipi Ozer-Armon
|
85,437,365
|
1,984,326
|
166,335
|
97.7%
|
|
Tal Shavit
|
83,494,365
|
3,927,516
|
166,145
|
95.5%
|
|
Jill D. Smith
|
85,451,986
|
1,985,048
|
150,992
|
97.7%
|
|
Jerry Ungerman
|
79,159,429
|
8,278,099
|
150,498
|
90.5%
|
|
Shai Weiss
|
84,693,633
|
2,728,933
|
165,460
|
96.9%
|
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 3:
To elect Yoav Z. Chelouche as an Outside Director (within the meaning of the Companies Law) for a three year term:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
74,695,937
|
9,790,240
|
3,101,849
|
88.4%
|
Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling
Shareholder (as such terms are defined in the Companies Law), approximately 88.4% voted for the election of Mr. Chelouche.
To elect Dafna Gruber as an Outside Director (within the meaning of the Companies Law) for a three year term:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
86,523,576
|
912,847
|
151,603
|
99.0%
|
Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling
Shareholder (as such terms are defined in the Companies Law), approximately 99.0% voted for the election of Ms. Gruber.
The election of Mr. Chelouche and Ms. Gruber were
approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 4:
To approve the appointment and compensation of Company’s independent public accountants:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
77,192,520
|
10,349,571
|
45,935
|
88.2%
|
Proposal 4 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 5:
To approve the compensation of the Company’s Chief Executive Officer:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
80,605,923
|
6,879,328
|
102,775
|
92.1%
|
Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling
Shareholder (as such terms are defined in the Companies Law), approximately 92.1% voted for the approval of Proposal 5.
Proposal 5 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 6:
To approve the compensation of the Company’s Executive Chair:
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
83,407,771
|
3,848,742
|
331,513
|
95.6%
|
Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling
Shareholder (as such terms are defined in the Companies Law), approximately 93.8% voted for the approval of Proposal 6.
Proposal 6 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Proposal 7:
To to approve the compensation of the Lead Independent Director
|
For
|
Against
|
Abstain
|
Approval Percentage
|
|
86,741,650
|
610,648
|
235,728
|
99.3%
|
Proposal 7 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.
Exhibit
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/ Roei Golan
|
| Name: |
Roei Golan
|
| Title: |
Chief Financial Officer
|
Date: October 31, 2024