Business Context and Reporting Period
Company: Nova Measuring Instruments Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date of Report: September 10, 2003
Subject: Minutes of the Annual General Meeting of Shareholders held on September 1, 2003, in Rehovoth, Israel.
This filing incorporates the minutes of the shareholder meeting where the company reviewed its Annual Financial Statements for the period ending December 31, 2002. The meeting addressed corporate governance, auditor appointment, and equity compensation plans.
Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, and Liquidity: The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The document notes that shareholders reviewed the Annual Financial Statements for the year ended December 31, 2002, but no specific figures from those statements are included in this report.
Material Changes and Corporate Actions
- Board Elections: Shareholders elected Barry Cox, Joseph Ciechanover, Avi Kerbs, Giora Dishon, Moshe Finarov, and Alon Dumanis as Directors for a one-year term. Lauri Hanover and Karrey Holand were elected as External Directors for a three-year term.
- Auditor Appointment: Brightman Almagor & Co. was appointed as the independent auditor for the year ending December 31, 2003.
- Equity Compensation:
- Approved options for external directors within regulatory frameworks.
- Granted specific options to Lauri Hanover and Karrey Holland (10,000 shares each).
- Amended Option Plan 6 to allow the issuance of up to 960,000 shares.
- Approved the terms of Employee Stock Purchase Plan No. 1.
- Management Compensation: Approved terms of engagement for Mr. Barry Cox and amendments to the compensation of Dr. Giora Dishon and Dr. Moshe Finarov.
Guidance, Outlook, and Risks
Guidance and Outlook: The filing text does not provide forward-looking financial guidance, management commentary on future performance, or specific risk factors.
Voting Results: The meeting achieved a legal quorum with 10,987,281 shares present (representing approximately 73.27% of total voting shares for most items). Proposals regarding director elections and auditor appointment passed with over 99% approval. Proposals regarding the amendment of Option Plan 6 and the Employee Stock Purchase Plan passed with approximately 99.23% and 99.92% approval, respectively.
Key Facts for Investor Verification
- Verify the specific financial performance figures for the fiscal year ended December 31, 2002, as they are referenced but not detailed in this filing.
- Confirm the dilution impact of the newly approved 960,000 shares under Option Plan 6 and the Employee Stock Purchase Plan No. 1.
- Review the specific terms of the compensation amendments for Dr. Giora Dishon and Dr. Moshe Finarov.
- Check the full Annual Report (Form 20-F) for the detailed financial statements reviewed at this meeting.