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
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-41613
Enlight
Renewable Energy Ltd.
(Translation of registrant’s name into English)
13 Amal St., Afek Industrial Park
Rosh Ha’ayin, Israel
+ 972 (3) 900-8700
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On March 1, 2024, Enlight Renewable Energy Ltd. (the “Company”) filed a Current Report on Form 6-K with the U.S. Securities and Exchange Commission (the
“SEC”) to report that the Company would hold a Special General Meeting of Shareholders on April 10, 2024 (the “Special General Meeting”) and attaching a notice and proxy statement (the “Notice and Proxy Statement”) regarding such Special General
Meeting.
The Company proposes to make the following changes to the Notice and Proxy Statement:
Amendment to the Notice and Proxy Statement
Proposal 1
Proposal 1 to the Notice and Proxy Statement included a proposal to approve the amended Compensation Policy for executive officers and directors, substantially in the form attached as Exhibit A to the original
Notice and Proxy Statement.
The Company wishes to amend section 9.3.4 of the amended Compensation Policy as marked below to show revisions to the original language of the Compensation
Policy prior to amendment:
9.3.4 The maximum value in annual terms 9 (to be calculated on the award date, divided by the number of vesting years, equally) of the equity option grants Equity Based Compensation granted to an
office holder (including the Company’s CEO) may not exceed 85% of the aggregate salary aggregate compensation (gross, including salary, related expenses, Equity Based Compensation, the related
expenses and annual bonuses) (assuming targets are fully met)) paid to such office holder.
9 According to the Black and Scholes model or another value considered
for accounting purposes.
The purpose of this change is to clarify that when measuring the 85% ratio, all compensation components (and not just salary and bonuses) will be counted in
the denominator.
For avoidance of doubt it is clarified that if approved by shareholders, the amended Compensation Policy shall be effective for a period of three years from
the date of such shareholder approval.
Proposal 2
Proposal 2 to the Notice and Proxy Statement included a breakdown of the total compensation expected to be paid per year to our co-founder and chief executive
officer, Mr. Gilad Yavetz, pursuant to his amended terms of engagement including the proposed RSUs awards (in terms of cost to the Company, in NIS thousands) (the “Total Expected CEO Compensation Chart”).
The Company wishes to amend the Total Expected CEO Compensation Chart for 2024 as marked below to show revisions to that which appeared in the Notice and
Proxy Statement:
|
Details of Recipient of Compensation
|
Compensation for Services1
|
Total
|
|||||||||
|
Name
|
Position
|
Scope of Position
|
% of Equity Owned
|
Salary
|
Bonus2
|
Equity-based Compensation3
|
Management Fees
|
Consulting Fees
|
Fees
|
Other
|
|
|
Gilad Yavetz
|
CEO
|
100%
|
1.71%
|
1,664
|
1,080
|
|
-
|
-
|
-
|
-
|
|
1 In accordance with Israeli law and practice, all amounts reported in the above table are in terms of cost to
our Company, as recorded in our audited consolidated financial statements.
2 Bonus includes an annual bonus, assuming targets are fully met, but excludes a discretionary bonus (which in 2024 may not exceed one
monthly salary).
3 Value of equity-based compensation is calculated based on a linear method of valuation and does not reflect
actuarial cost.
The purpose of this change is to fix an inadvertent error that appeared in the Total Expected CEO Compensation Chart regarding the value of equity-based
compensation that Mr. Yavetz is expected to be paid in the year 2024.
2
Proposal 3
Proposal 3 to the Notice and Proxy Statement included a breakdown of the total compensation expected to be paid per year to our non-executive directors (in
terms of cost to the Company, in NIS thousands), including the proposed RSUs awards (the “Total Director Compensation Chart”).
The Company wishes to amend the Total Director Compensation Chart for 2024 as marked below to show revisions to that which appeared in the Notice and Proxy
Statement:
|
Details of Recipient of Compensation
|
Compensation for Services
|
Total
|
|||||||||
|
Name
|
Position
|
Scope of Position
|
% of Equity Owned
|
Salary
|
Bonus
|
Equity-based Compensation
|
Management Fees
|
Consulting Fees
|
Fees1
|
Other
|
|
|
Yair
Seroussi
|
Chairman of the Board of Directors
|
40%
|
*
|
-
|
-
|
|
-
|
-
|
600
|
-
|
|
|
Liat
Benyamini
|
Director
|
-
|
*
|
-
|
-
|
|
-
|
-
|
266
|
-
|
|
|
Yitzhak
Betzalel
|
Director
|
-
|
*
|
-
|
-
|
|
-
|
-
|
257
|
-
|
|
|
Alla
Felder
|
Director
|
-
|
*
|
--
|
-
|
|
-
|
-
|
202
|
-
|
|
|
Tzvi
Furman
|
Director
|
-
|
*
|
-
|
-
|
|
-
|
-
|
240
|
-
|
|
|
Michal
Tzuk
|
Director
|
-
|
*
|
-
|
-
|
|
-
|
-
|
236
|
-
|
|
|
Shai
Weil
|
Director
|
-
|
*
|
-
|
-
|
|
-
|
-
|
228
|
-
|
|
1 Assumes a similar number of committee and Board meetings in 2024 as were held in 2023.
* Indicates ownership of less than 1%.
The purpose of this change is to fix an inadvertent error that appeared in the Total Director Compensation Chart regarding the value of equity-based
compensation that the non-executive directors are expected to be paid in the year 2024.
Except as described above and as provided in the Company’s Current Report on Form 6-K filed with the SEC on March 28, 2024, no other changes were made to the
proposals that appear in the Notice and Proxy Statement. All shareholders voting at the Postponed Meeting (defined below) shall be voting on the agenda items as otherwise described in the Notice and Proxy Statement.
3
Postponement of the Company’s Extraordinary Shareholders Meeting
In order to allow our shareholders additional time to consider the changes described above, the Company hereby announces that the Special General Meeting will
be postponed and will take place on the newly scheduled date of Wednesday, April 17, 2024 (the “Postponed Meeting”), at the same time and place, as indicated in the Notice and Proxy Statement.
The record date for the Postponed Meeting will remain March 6, 2024, unchanged from that which appeared in the Notice and Proxy Statement.
The following dates will apply to the Postponed Meeting:
| • |
Shareholders of record are requested to complete and return the form of proxy in the pre-addressed envelope as instructed or vote electronically at
www.proxyvote.com no later than Wednesday, April 17, 2024, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET on Tuesday, April 16, 2024).
|
| • |
Shareholders registered in the Company’s shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel Aviv
Stock Exchange should deliver or mail a completed written ballot to the Company’s offices as instructed in the Notice and Proxy Statement no later than Wednesday, April 17, 2024, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the Special General Meeting starts) or, if applicable, vote electronically via the electronic voting system of the Israel Securities Authority no later than Wednesday,
April 17, 2024, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the Special General Meeting starts). Such shareholders who intend to vote their
Ordinary Shares in person must provide the Company with Identifying Information and, if applicable, an Ownership Certificate (both Identifying Information and Ownership Certificate are defined in the Notice and Proxy Statement) no later
than Wednesday, April 17, 2024, at 14:00 p.m. Israel time (i.e., at least two (2) hours before the Special General Meeting starts).
|
|
•
|
One or more shareholders holding at least one percent (1%) of the Company’s total voting rights may present proposals for
consideration at the Postponed Meeting by submitting their proposals to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, no later than the close of business on Monday,
April 15, 2024.
|
Except as set forth above, the Notice and Proxy Statement has not been otherwise modified, and shall remain in full force and effect.
Incorporation by Reference
Other than as indicated below, the information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No.
333-271297).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
Enlight Renewable Energy Ltd.
|
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Date: April 8, 2024
|
By:
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/s/ Nir Yehuda
|
|
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Nir Yehuda
|
|||
|
Chief Financial Officer
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