Business Context and Reporting Period
This Form 8-K Current Report was filed by Ormat Technologies, Inc. on February 23, 2010. The filing addresses corporate governance changes, specifically the election of a new independent director and committee reassignments effective April 1, 2010.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses exclusively on personnel and governance matters.
Material Changes
- Board Resignation: Jacob Worenklein resigned from the Board of Directors, effective March 31, 2010.
- Director Election: David Wagener was unanimously elected as a new independent director to fill the vacancy, effective April 1, 2010.
- Committee Reassignments:
- David Wagener was appointed to the Nominating and Corporate Governance Committee.
- Robert Clarke resigned from the Nominating and Corporate Governance Committee and joined the Audit and Compensation Committees to replace Mr. Worenklein.
Compensation and Governance Details
Mr. Wagener's compensation package mirrors that of other non-employee directors:
- Cash Compensation:
- Base annual retainer: $25,000.
- Board meeting fees: $2,500 (in-person), $500 (telephonic), $1,000 (telephonic participation in in-person).
- Committee meeting fees: $1,500 (in-person), $500 (telephonic).
- Reimbursement for actual transportation and lodging expenses.
- Equity Compensation:
- Initial grant of options to purchase 7,500 shares of common stock.
- Exercise price: NYSE closing price on the grant date (or following day if financial results are released).
- Vesting: Exercisable 12 months after the grant date.
- Annual grants of 7,500 shares from the second year onward under similar terms.
- Indemnification: The Company entered into an indemnification agreement with Mr. Wagener for acts or omissions related to his Board service.
Investor Verification Checklist
- Confirm the effective date of David Wagener's board membership (April 1, 2010).
- Verify the specific committee assignments for Robert Clarke and David Wagener.
- Review the press release dated February 24, 2010 (Exhibit 99.1) for additional context on the director election.
- Note that no financial performance data is contained in this specific filing.