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ON TRACK INNOVATIONS LTD FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 28, 2014



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

On Track Innovations Ltd. (the "Company"), held its adjourned extraordinary general meeting of stockholders on May 26, 2014. The final voting results are set forth below.

Stockholders voted on the following proposals:

Proposal No. 1 - Election of an External Director.

The stockholders elected Mr. William C. Anderson III to serve as an external director of the Company for a three-year term commencing with his election. Mr. Anderson received the following votes:

For Against Abstain Broker Non-Votes 11,775,514 238,560 50,517 0



Proposal No. 2 - Approval of the Grant of Options to the Company's Directors.

The stockholders approved the grant of options to each director (including external directors) that is in office immediately following the meeting to purchase up to 50,000 of the Company's ordinary shares under the Company's 2001 Share Option Plan (the "Option Plan"). This proposal received the following votes:

For Against Abstain Broker Non-Votes 11,427,228* 577,502 59,861 0 *Of the 11,427,228 shares voting, 4,393,616 were shares of shareholders who had a personal interest in the proposal.



Proposal No. 3 - Advisory Vote on the Compensation of the Company's Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. This proposal received the following votes:

For Against Abstain Broker Non-Votes 11,414,652 584,328 65,611 0



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Proposal No. 4 - Advisory Vote on the Frequency of an Advisory Vote on the Compensation of the Company's Named Executive Officers.

The stockholders approved, on an advisory basis, an annual, rather than a biennial or triennial, advisory vote by stockholders on the compensation of the Company's named executive officers. This proposal received the following votes:

Every One Year Every Two Years Every Three Years Abstain Broker Non-Votes 11,619,853 70,024 277,527 88,187 0



In accordance with the stockholder voting results, in which "Every One Year" received the highest number of votes cast on the frequency proposal, and the recommendation of the Company's Board of Directors in the proxy statement for the extraordinary general meeting of stockholders, the Company's Board of Directors has determined that future stockholder advisory votes on the compensation of the Company's named executive officers will occur every year. Accordingly, the next stockholder advisory vote on executive compensation will be held at the Company's 2015 annual meeting of stockholders.

Proposal No. 5 - Vote to Approve an Amendment to the Option Plan to Increase the Ordinary Shares Reserved and Available for Issuance Under the Option Plan from 15,700,000 to 16,450,000.

The shareholders approved the amendment. The proposal received the following votes: For Against Abstain Broker Non-Votes 11,016,657 1,007,123 40,811 0



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Source: Edgar Glimpses


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