SEC Filing Summary: CAMTEK LTD. (Form 6-K)
Business Context and Reporting Period
Company: CAMTEK LTD.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: August 16, 2018
Subject: Notice of Special General Meeting of Shareholders and Proxy Statement.
Meeting Date: September 20, 2018, at the Company's offices in Migdal Ha'Emek, Israel.
This filing serves as a notice to shareholders regarding a Special General Meeting to approve corporate governance changes, specifically amendments to the Articles of Association, the election of new directors, and the approval of equity compensation for non-controlling directors.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. This document is a corporate governance notice rather than a financial report.
Share Capital Data (as of August 8, 2018):
- Authorized Share Capital: NIS 1,000,000 divided into 100,000,000 Ordinary Shares (NIS 0.01 par value).
- Issued and Outstanding Shares: 36,196,187 Ordinary Shares.
- Options Exercisable within 60 Days: 187,596 options held by beneficial owners listed in the filing.
Material Changes and Corporate Actions
The filing outlines four primary proposals for shareholder approval:
- Amendment to Articles of Association: To allow the appointment of non-external directors at any general meeting (annual or special), rather than solely at annual meetings, provided the term ends at the next annual meeting.
- Election of Director: Election of Prof. Chezy Ofir to the Board for a term ending at the 2019 annual general meeting.
- Election of External Directors: Election of Ms. Yael Andorn and Prof. Yossi Shacham-Diamand as external directors for three-year terms, replacing current external directors whose terms expire in September 2018.
- Equity Grants: Approval of Restricted Share Units (RSUs) for directors who are not controlling shareholders.
Guidance, Outlook, and Compensation Details
Director Compensation (Cash): The Board resolved that new and existing non-controlling directors will receive cash remuneration consistent with Israeli regulations:
- Annual Fee: NIS 70,000 (approx. $19,009).
- In-Person Participation Fee: NIS 2,600 (approx. $706).
- Conference Call Fee: NIS 1,560 (approx. $423).
- Written Resolution Fee: NIS 1,300 (approx. $353).
Director Compensation (Equity): Subject to shareholder approval, each non-controlling director (Mr. Ben-Arie, Mr. Bendoly, Prof. Ofir, Ms. Andorn, and Prof. Shacham-Diamand) will receive 3,229 Restricted Share Units (RSUs).
- Vesting Schedule: Quarterly vesting over three years, commencing three months after the grant date.
- Valuation: The annualized fair value of the grant is approximately $10,000 USD per director.
- Condition: The equity grant is contingent upon the approval of the election of the external directors (Item C).
Ownership Structure: Priortech Ltd. is the controlling shareholder, beneficially owning 43.29% of the outstanding shares. Mr. Rafi Amit (CEO) and Mr. Yotam Stern (Director) are deemed to control Priortech through a voting agreement.
Investor Verification Checklist
- Voting Thresholds: Verify the specific voting requirements for the election of external directors, which requires a majority of votes from non-controlling shareholders or a limit on votes against from such shareholders (not exceeding 2% of outstanding shares).
- Record Date: Confirm eligibility to vote based on the record date of August 27, 2018.
- Proxy Deadlines: Note that physical proxies must be received 24 hours prior to the meeting, while electronic voting must be completed 6 hours prior.
- Contingency: Understand that the equity grant proposal (Item D) is automatically revoked if the election of the external directors (Item C) is not approved.
- Director Independence: Review the biographies of Ms. Andorn and Prof. Shacham-Diamand to confirm their qualifications as external directors under Israeli law and NASDAQ rules.