Business Context and Reporting Period
This Form 8-K Current Report was filed by Ormat Technologies, Inc. on May 22, 2012. The filing addresses significant changes to the Company's Board of Directors resulting from a Shareholder Rights Agreement between Bronicki Investments Ltd. (BIL) and FIMI ENRG (FIMI).
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a report on corporate governance changes.
Material Changes
- Resignations: Lucien Bronicki, David Wagener, and Roger W. Gale resigned from the Board of Directors effective May 22, 2012. Consequently, Mr. Bronicki ceased to be Chairman, and committee memberships for Mr. Gale and Mr. Wagener were terminated.
- Appointments: The Board appointed Gillon Beck, Ami Boehm, David Granot, and Robert E. Joyal as new directors effective May 22, 2012.
- Shareholder Agreement: The changes were contingent upon the consummation of a sale of Ormat Industries Ltd. (OIL) shares from BIL to FIMI. The new directors were nominated by FIMI pursuant to the "BIL FIMI Shareholders Agreement."
- Board Composition: The agreement generally contemplates an eight-member board with four directors nominated by BIL and four by FIMI, including provisions for independent directors.
Outlook, Risks, and Management Commentary
The Board expects to appoint the new directors to one or more committees, though specific assignments were not determined at the time of filing. The new directors are entitled to compensation arrangements consistent with those granted to non-employee directors as described in the Company's 2012 Definitive Proxy Statement. No specific financial risks or contingencies were disclosed in this report.
Key Facts for Investor Verification
- Verify the final committee assignments for the four newly appointed directors.
- Confirm the current ownership percentages of BIL and FIMI in Ormat Industries Ltd. (OIL) to understand the basis for board nomination rights.
- Review the "BIL FIMI Shareholders Agreement" for specific provisions regarding board expansion if a majority of independent directors is required.
- Check the Company's 2012 Definitive Proxy Statement for details on the compensation structure applicable to the new directors.