Business Context and Reporting Period
This Form 6-K filing by Perion Network Ltd. covers the month of August 2019, specifically dated August 26, 2019. The report details a corporate governance decision by the Board of Directors to adopt an exemption under Regulation 5D of the Israeli Companies Regulations. This exemption allows the company to comply with Nasdaq Listing Rules regarding independent directors and committee compositions instead of specific requirements under the Israeli Companies Law.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly a disclosure of corporate governance changes and contains no financial performance data.
Material Changes
Effective August 26, 2019, the company adopted a regulatory exemption. Consequently, external directors Mr. Daniel E. Aks and Ms. Sarit Firon are no longer classified as "external directors" under the Israeli Companies Law. Under transition rules, they retain the right to remain in office until the earlier of their original term end or the second annual shareholder meeting following the exemption's adoption.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. The primary risk or contingency noted is the change in regulatory compliance framework, shifting from Israeli Companies Law requirements to Nasdaq Listing Rules for board composition. No unusual items were reported.
Key Facts for Investor Verification
- The company has formally adopted a corporate governance exemption to align with Nasdaq rules rather than Israeli law.
- Directors Mr. Daniel E. Aks and Ms. Sarit Firon have changed classification status but may remain in office under transition provisions.
- This filing contains no financial results or operational metrics.
- The report is incorporated by reference into multiple Form S-8 registration statements.