Business Context and Reporting Period
This Form 6-K filing by IncrediMail Ltd. (now transitioning to Perion Interactive Ltd.) covers the month of October 2011. The document details the outcomes of the Annual General Meeting held on October 27, 2011, in Tel-Aviv, Israel.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance resolutions and shareholder voting results rather than financial performance data.
Material Changes
- Corporate Name Change: Shareholders approved a resolution to change the company name to "PERION INTERACTIVE Ltd." or a similar name containing "PERION," subject to approval by the Israeli Registrar of Companies.
- Board Composition: Iris Beck was elected as a director for a three-year term.
- Compensation Framework: A framework compensation package for directors (excluding external directors and officer-directors) was approved.
- Failed Resolution: A proposal to amend the Articles of Association regarding director and officer indemnification and insurance failed to pass. While it received a majority of votes cast, it did not meet the required special majority of more than two-thirds of the voting power of issued and outstanding share capital due to insufficient shareholder attendance.
- Indemnification Adjustment: Due to the failure of the Articles of Association amendment, the company will amend the revised indemnification letter by removing Clause 1.4 to ensure consistency with current Articles, while retaining other proposed changes.
- Auditor Re-appointment: Kost Forer Gabbay & Kasierer (Ernst & Young Global) was re-appointed as independent public auditors for the year ending December 31, 2011.
- Stock Plan Amendment: An amendment to the 2003 Share Israeli Option Plan for U.S. taxpayers was approved.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary contingency noted is that the name change to Perion Interactive Ltd. will only become effective upon receipt of a Name Change Certificate from the Israeli Registrar of Companies.
Key Facts for Investor Verification
- Verify the official registration of the name change to "Perion Interactive Ltd." with the Israeli Registrar of Companies.
- Confirm the final text of the revised indemnification letter to ensure Clause 1.4 has been removed as stated.
- Monitor future filings for the first financial report under the new corporate name.
- Note that the failed indemnification amendment may impact the scope of protection for directors and officers until further action is taken.