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MELLANOX TECHNOLOGIES, LTD. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 20, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Approval of 2014 cash bonus to be paid to Eyal Waldman, President and Chief Executive Officer (the "CEO") of Mellanox Technologies, Ltd. (the "Company").

Further to the approval of the Company's Compensation Committee (the "Committee") and its Board of Directors (the "Board"), at the Company's 2014 Annual General Meeting of Shareholders held on May 19, 2014 (the "Meeting"), the Company's shareholders approved the payment of a cash bonus to be paid to the CEO in the amount of $60,000 for services rendered for the fiscal year ended December 31, 2013.

Approval of Equity Award to CEO.

Further to the approval of the Committee and the Board, at the Meeting, the Company's shareholders approved the award of 40,000 restricted share units (collectively, the "RSUs") to the CEO under the Company's Global Share Incentive Plan (2006). Such RSUs vest over four years, with 1/4th of the shares subject to the award of RSUs vesting on May 1, 2015, and thereafter at the rate of 3/48ths of the original number of shares subject to the award of RSUs on the first day of each quarterly period of August, November, February and May commencing August 1, 2015, with the last 3/48ths of the original number of shares subject to the award of RSUs vesting on May 1, 2018, so long as Mr. Waldman continues to provide services to the Company.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company's shareholders voted on the following seven proposals:

Proposal No. 1: To elect five directors to the Board to serve a one-year term expiring at the 2015 Annual General Meeting of Shareholders, or until their respective successors have been elected and have qualified, or until their earlier resignation or removal:

Nominee For Against Abstain Non-votes Eyal Waldman 25,880,848 81,523 3,821 5,295,823 Irwin Federman 25,511,719 448,350 6,123 5,295,823 Dov Baharav 25,649,950 310,519 5,723 5,295,823 Glenda Dorchak 25,647,222 311,616 7,354 5,295,823



Thomas Weatherford 25,648,501 312,917 4,774 5,295,823

Each of the above nominees was elected.

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Proposal No. 2: To elect Mr. David Perlmutter as an additional outside director to the Board to hold office for a three-year term expiring at the 2017 Annual General Meeting of Shareholders, or until his respective successor has been elected and has qualified, or until his earlier resignation or removal, subject to and in accordance with the provisions of the Israeli Companies Law, 1999:

Nominee For Against Abstain Non-votes



David Perlmutter 25,884,822 76,846 4,524 5,295,823

The above nominee was elected.

Proposal No. 3: To approve the payment of a cash bonus to be paid to the CEO in the amount of $60,000 for services rendered for the fiscal year ended December 31, 2013.

For Against Abstain Non-votes 25,580,892 330,480 54,816 5,295,827 Proposal No. 3 was approved.



Proposal No. 4: To approve the award of 40,000 RSUs to the CEO which RSUs vest over four years, with 1/4th of the shares subject to the award of RSUs vesting on May 1, 2015, and thereafter at the rate of 3/48ths of the original number of shares subject to the award of RSUs on the first day of each quarterly period of August, November, February and May commencing August 1, 2015, with the last 3/48ths of the original number of shares subject to the award of RSUs vesting on May 1, 2018, so long as Mr. Waldman continues to provide services to the Company.

For Against Abstain Non-votes 20,957,538 4,999,519 9,135 5,295,823 Proposal No. 4 was approved.



Proposal No. 5: To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion set forth in the Company's 2014 annual shareholder proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2014 on Schedule 14A, as revised on April 16, 2014.

For Against Abstain Non-votes 23,350,018 2,607,440 8,730 5,295,827 Proposal No. 5 was approved.



Proposal No. 6: To approve compensation, on an annual basis, in the amount of $50,000 to Irwin Federman, the chairman of the Board, for services rendered in such capacity.

For Against Abstain Non-votes 25,641,547 314,285 10,356 5,295,827 3

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Proposal No. 6 was approved.



Proposal No. 7: To appoint PricewaterhouseCoopers as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 and to authorize the Company's audit committee to determine the accounting firm's remuneration in accordance with the volume and nature of their services.

For Against Abstain Non-votes 31,134,617 120,324 7,074 0 Proposal No. 7 was approved. 4



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