SUNNYVALE, CA. and YOKNEAM, ISRAEL – March 7, 2018 Mellanox Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of high-performance, end-to-end smart interconnect solutions for data center servers and storage systems, today announced that it intends to hold an extraordinary general meeting of shareholders (“EGM”) in May 2018. The date, time, place and applicable record date for purposes of the EGM will be announced separately by Mellanox. Following the EGM, the Company intends to begin the process of scheduling the Annual General Meeting of shareholders (“2018 AGM”). Mellanox currently anticipates holding the 2018 AGM on July 25, 2018, following the receipt of results from the EGM.
Mellanox has elected to hold an EGM at which shareholders will vote on the following best-in-class governance proposals:
Establish Plurality Voting in the Event of Contested Elections:
Require the Use of Universal Proxy Cards:
“Mellanox is committed to best-in-class governance practices and shareholders deserve the right to choose the director candidates who they believe will best guide Mellanox’s strategy and success over the long term,” said Irwin Federman, Chairman of the Board of Mellanox. “It is critical that the composition of the Mellanox Board accurately reflects the intentions of our Company’s shareholders, and we are taking the steps necessary to ensure shareholder voices are heard. In addition to enhancing choice, the proposed amendments protect Mellanox shareholders from the unintended consequences inherent in the Company’s current voting provisions, thereby maximizing our shareholders’ ability to select the Board of their choosing. Our Board unanimously recommends all shareholders vote to approve the adoption of both the plurality voting provision and universal proxy at the EGM. The Mellanox Board remains committed to driving enhanced value and looks forward to continuing its ongoing dialogue with shareholders.”
The Company noted that holding the EGM will allow Mellanox shareholders to approve and enable the adoption of plurality voting standards and adopt the application of universal proxy cards prior to the 2018 AGM.
Advance Notice Deadlines for Shareholder Proposals
The Company currently anticipates holding the 2018 AGM on July 25, 2018. Because the 2018 AGM will be held on a date that is more than 30 days after the first anniversary of the Company's 2017 AGM, the Company has set a new deadline for the receipt of shareholder proposals for the 2018 AGM in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To be considered timely, proposals made in accordance with Rule 14a-8 under the Exchange Act must be delivered to the Secretary of the Company prior to the close of business on March 26, 2018, which the Company has determined is a reasonable time before it begins to print and mail its proxy materials. Shareholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.
In addition, shareholders holding at least 1% of the voting power in the Company have the right pursuant to Section 19(b) of the Company’s articles of association to request that the Board include an item in the agenda of a general meeting of the shareholders. The Board may include such item in the agenda of a general meeting of the shareholders only if the request has been delivered to the Secretary of the Company not later than 60 days and not more than 120 days prior to the applicable general meeting of the shareholders and otherwise in accordance with the requirements of Section 19(b) of the Company’s articles of association and the Israeli Companies Law, 1999 (the “Companies Law”).
Shareholders holding at least 1% of the voting power in the Company also have the right to request that the Board include an item in the agenda of a general meeting of the shareholders pursuant to Section 66(b) of the Companies Law. The Company shall not consider shareholder proposals pursuant to Section 66(b) of the Companies Law for inclusion in the agenda of the EGM if received later than March 21, 2018, which is the date 14 days following the date hereof.
Shareholders may submit proposals by sending their proposals to the Secretary of the Company at Mellanox Technologies, Ltd., c/o Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, Attention: Corporate Secretary.
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure. Mellanox’s intelligent interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance. Mellanox offers a choice of high performance solutions: network and multicore processors, network adapters, switches, cables, software and silicon, that accelerate application runtime and maximize business results for a wide range of markets including high performance computing, enterprise data centers, Web 2.0, cloud, storage, network security, telecom and financial services. More information is available at: www.mellanox.com.
Important Additional Information and Where You Can Find It
The Company and certain of its directors and executive officers may be deemed to be participants in a solicitation of proxies in connection with the matters to be considered at the EGM and the 2018 AGM. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s preliminary proxy statement filed with the SEC on March 7, 2018, and reports filed by the Company and Forms 3 and Forms 4 filed by the Company’s executive officers and directors with the SEC after March 7, 2018. These documents are available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statements for its EGM and its 2018 AGM, including the schedules and appendices thereto.
The Company intends to furnish its definitive proxy statements and white proxy cards for the EGM and the 2018 AGM to each shareholder entitled to delivery of a proxy, and intends to file such definitive proxy statements and white proxy cards with the SEC. THE COMPANY URGES ITS SHAREHOLDERS TO CAREFULLY READ SUCH DEFINITIVE PROXY STATEMENTS (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS THERETO), ACCOMPANYING WHITE PROXY CARDS AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Copies of the definitive proxy statements, any solicitation materials and any other documents filed by the Company with the SEC will be made available free of charge at the SEC’s website at www.sec.gov. These documents will also be made available free of charge on the Company’s website at www.mellanox.com or by contacting the Company’s proxy solicitor, Mackenzie Partners, Inc. at firstname.lastname@example.org.
This press release does not constitute a convening notice for the EGM or the 2018 AGM under Israeli law, and separate notices convening the EGM and the 2018 AGM and setting the date, place and record date of the EGM and the 2018 AGM will be made separately in due course.
1 Permission to use quotation neither sought nor obtained