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The Registrant’s Notice of a Special General Meeting of Shareholders and Proxy Statement for its Special General Meeting of Shareholders.
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Proxy card for use in connection with the Registrant’s Special General Meeting of Shareholders.
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OPTIBASE LTD.
(the “Registrant”) By: /s/ Amir Philips —————————————— Amir Philips Chief Executive Officer |
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Very truly yours,
Alex Hilman,
Executive Chairman of the Board of Directors
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1. |
To approve a new compensation policy for the Company's directors and officers, in accordance with the requirements of the Israeli Companies Law of 1999;
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2. | To approve an extension of the Company's engagement with Mr. Shlomo (Tom) Wyler, who is affiliated with the Company's controlling shareholder, as the Chief Executive Officer of Optibase Inc., the Company's subsidiary, including an adjustment to his compensation, for a three-year term; and |
3. | To approve an extension of the Company's engagement with Mr. Amir Philips, the Company’s Chief Executive Officer. |
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By Order of the Board of Directors,
Alex hilman,
Executive Chairman of the Board of Directors
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1. |
To approve a new compensation policy for the Company's directors and officers, in accordance with the requirements of the Israeli Companies Law of 1999;
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2. |
To approve an extension of the Company's engagement with Mr. Shlomo (Tom) Wyler, who is affiliated with the Company's controlling shareholder, as the Chief Executive Officer of Optibase Inc., the Company's subsidiary, including an adjustment to his compensation, for a three-year term; and
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3. |
To approve an extension of the Company's engagement with Mr. Amir Philips, the Company’s Chief Executive Officer.
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Name of Beneficial Owner
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No. of Ordinary Shares
Beneficially Owned(1)
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Percentage of Ordinary Shares Beneficially Owned
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The Capri Family Foundation (2)
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3,796,284
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73.03
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%
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Shareholding of all directors and officers as a group (7 persons)(3)
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242,240
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4.63
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%
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(1) |
Number of shares and percentage ownership is based on 5,198,361 ordinary shares outstanding as of December 31, 2018. Such number excludes: (i) 17,895 ordinary shares held by us or for our benefit. Beneficial ownership is determined in accordance with rules of the SEC and includes voting and investment power with respect to such shares. Shares subject to options that are currently exercisable or exercisable within 60 days of January 3, 2019 are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding and to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The shares beneficially owned by the directors include the ordinary shares owned by their family members to which such directors disclaim beneficial ownership.
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(2) |
The information is accurate as of March 18, 2015, and based on Amendment No. 6 to Schedule 13D filed with the SEC on March 18, 2015, by The Capri Family Foundation. According to such Amendment No. 6 to Schedule 13D, Capri directly owns 3,796,284 of our ordinary shares. The core activity of Capri is the holding of investments. In addition, the beneficiaries of Capri are the children of Mr. Tom Wyler, the Chief Executive Officer of our subsidiary, Optibase Inc.
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(3) |
Includes 159,225 ordinary shares, 46,640 ordinary shares held by a trustee for the benefit of our directors and executive officers under our 2006 Plan, which have vested on January 3, 2019 or within 60 days thereafter and 36,375 ordinary shares issuable upon exercise of options exercisable within 60 days of January 3, 2019. Other than Shlomo (Tom) Wyler, all of our directors or executive officers hold less than 1% of our shares.
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"RESOLVED, that the New Compensation Policy for the Company's directors and officers, in accordance with the requirements of the Companies Law, in the form attached hereto as Annex A, having been recommended and approved by the Compensation Committee and Board of Directors, respectively, and as presented to the shareholders, be, and the same hereby is, approved. "
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"RESOLVED, that the extension of the Company's engagement with Mr. Shlomo (Tom) Wyler, who is affiliated with the Company's controlling shareholder, as the Chief Executive Officer of Optibase Inc., the Company's subsidiary, including an adjustment to his compensation for a three-year term, having been approved by the Audit Committee, the Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and same hereby is, approved."
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1 |
See note 3 to "Beneficial Ownership of Securities by Certain Beneficial Owners and Management" above.
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“RESOLVED, that the extension of the Company's engagement with Mr. Amir Philips, the Company's Chief Executive Officer, having been approved by the Compensation Committee and the Board of Directors, and as presented to the shareholders, be, and the same hereby is, approved.”
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By Order of the Board of Directors,
Alex hilman,
Executive Chairman of the Board of Directors
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A. | Overview and Objectives | A - 3 |
B. | Base Salary and Benefits | A - 4 |
C. | Cash Bonuses | A - 5 |
D. | Equity-Based Compensation | A - 7 |
I. | Miscellaneous | A - 10 |
1. |
Introduction
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2. |
Objectives
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2.1. |
To closely align the interests of the Executive Officers with those of Optibase's shareholders in order to enhance shareholder value;
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2.2. |
To provide the Executive Officers with a structured compensation package, putting the emphasis on a proper balance between the fixed components, i.e., the base salaries and benefits,
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2.3. |
To strengthen the retention and the motivation of Executive Officers in the long term.
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3. |
Compensation structure and instruments
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Base salary;
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Benefits;
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Cash bonuses;
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Equity based compensation; and
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Retirement and termination of service arrangements.
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4. |
Overall Compensation - Ratio Between Fixed and Variable Compensation
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5. |
Intra-Company Compensation Ratio
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6. |
Base Salary
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6.1. |
The base salary varies between Executive Officers (among themselves) and the Executive Chairman of the Board, and is individually determined by the Compensation Committee and the Board (unless other approvals are required under any applicable law) according to the educational background, prior vocational experience, qualifications, role, business responsibilities, past performance and previous compensation arrangements of such Executive Officer and Executive Chairman of the Board.
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6.2. |
The maximum monthly base salary for each of the following roles shall be as follows:
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(i) |
Chief Executive Officer ("CEO") – up to NIS 100,000 for a full time position
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(ii) |
CEO of the Company's subsidiary ("Subsidiary CEO") – up to NIS 90,000 for a full time position;
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(iii) |
Executive Officer who is not a director, CEO or
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6.3. |
The Executive Chairman may be paid
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7. |
Benefits
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7.1. |
In addition to the base salary, the following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:
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Vacation days in accordance with market practice and applicable law;
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Sick days in accordance with market practice and applicable law;
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Convalescence pay according to applicable law;
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Monthly remuneration for a study fund, as allowed by applicable tax law and with reference to Optibase’s practice and common market practice;
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Contribution by Optibase on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable tax law and with reference to Optibase’s policies and procedures and common market practice; and
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Contribution by Optibase on behalf of the Executive Officer towards work disability insurance, as allowed by applicable tax law and with reference to Optibase’s policies and procedures and common market practice.
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7.2. |
Optibase may offer additional benefits to its Executive Officers, including but not limited to: communication, company car and travel benefits, insurances, other benefits (such as newspaper subscriptions, academic and professional studies), etc., including their gross up.
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7.3. |
Optibase may reimburse its Executive Officers and its Executive Chairman for reasonable work-related expenses incurred as part of their activities, including without limitations, meeting participation expenses, reimbursement of business travel including a daily stipend when traveling and accommodation expenses. Optibase may provide advance payments to its Executive Officers in connection with work-related expenses.
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7.4. |
Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed.
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8. |
Signing Bonus
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9. |
Annual Bonuses
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9.1. |
The payment of annual bonuses to the Executive Chairman and any Executive Officer for any particular fiscal year shall be subject to the fulfillment (in addition to the fulfillment of the applicable objectives set forth below as the case may be) of any one of the two following criteria: (a) that
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9.2. |
The Compensation Committee and Board may decide, at their sole discretion, to grant annual bonuses to the Executive Chairman and the Executive Officers, subject to the fulfillment of the pre-conditions for payment of bonuses as detailed in section 9.1 above.
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9.3. |
The annual bonus to the Executive Chairman and the
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9.4. |
In addition, the Company may grant the CEO a bonus of up to three (3) monthly base salaries, at the sole discretion of the Compensation Committee and Board, based on the CEO's contribution to the Company.
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The Company may also grant, subject to
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The annual bonus that may be paid to the Executive Officers for any fiscal year shall not exceed six (6) monthly base salaries to the CEO, and three (3) monthly base salaries to any other Executive Officer (excluding the CEO). The annual bonus that may be paid to the Executive Chairman for any fiscal year shall not exceed two (2) monthly payments of management fee.
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9.7. |
The Board, following the recommendation of the Compensation Committee, shall be entitled to decrease the annual bonus to be paid to the Executive Chairman and/or Executive Officers based on measurable criteria (if such criteria were determined) or cancel such grant of bonuses altogether in its sole discretion
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10. |
Special Bonuses
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11. |
Pro Rata Payment
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12. |
Compensation Recovery ("Clawback")
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12.1. |
In the event of an accounting restatement, Optibase shall be entitled to recover from its Executive Chairman or Executive Officers the bonus compensation in the amount in which such bonus exceeded what would have been paid under the financial statements, as restated, provided that a claim is made by Optibase prior to the third anniversary of fiscal year end of the restated financial statements.
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12.2. |
Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:
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The financial restatement is required due to changes in the applicable financial reporting standards; or
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The Compensation Committee has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient; or
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The amount to be paid under the clawback proceedings is less than 10% of the relevant bonus received by the Executive Chairman or Executive Officer.
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12.3. |
Nothing in this Section 12 derogates from any other "clawback" or similar provisions regarding disgorging of profits imposed on the Executive Chairman and Executive Officers by virtue of applicable securities laws.
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13. |
General and Objectives
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13.1. |
The Compensation Committee and Board may grant from time to time equity-based compensation which will be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the Executive Officer. Equity-based compensation may also be awarded to the
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13.2. |
The main objectives of the equity-based compensation is to enhance the alignment between the Executive Officers' and Directors' interests with the long term interests of Optibase and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.
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13.3. |
The equity based compensation offered by Optibase is intended to be in a form of share options, restricted shares and/or other equity based awards, such as RSUs, in accordance with the Company's incentive plan in place as may be updated from time to time.
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14. |
Fair Market Value
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15. |
Additional Terms
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15.1. |
Subject to any applicable law, Optibase may determine, at the Compensation Committee and the Board’s discretion, the tax regime under which equity-based compensation may be granted, including a tax regime which will maximize the benefit to the Executive Officers and Directors.
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15.2. |
All equity-based incentives granted to Executive Officers and Directors shall be subject to vesting periods in order to promote long-term retention of such recipients. Unless otherwise determined in a specific award agreement approved by the Compensation Committee and the Board, grants to Executive Officers shall vest gradually over a period of at least two years.
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15.3. |
All other terms of the equity awards shall be in accordance with Optibase's incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any Executive Officer's or Director's awards, including, without limitation, in connection with a corporate transaction involving a change of control, subject to any additional approval as may be required by the Companies Law.
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16. |
Advanced Notice Period
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16.1. |
Optibase may provide each Executive Officer, according to his or her seniority in the Company, his or her contribution to the Company’s goals and achievements and the circumstances of retirement, a prior notice of termination of up to three (3) months, except for the CEO whose prior notice may be of up to six (6) months. During such advance notice period, the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his or her options,
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16.2. |
Optibase may waive the Executive Officer’s services to the Company during the advance notice period and pay the amount payable in lieu of notice, plus the value of benefits.
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17. |
Adjustment Period/Retirement Bonus
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17.1. |
CEO – for seniority of up to 5 years – the CEO will not be entitled to any Adjustment Period; seniority between 5 to 10 years – up to 4 monthly base salaries; and seniority of 10 years or more – up to 8 monthly base salaries.
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17.2. |
Executive Officer (except the CEO) – for seniority of up to 5 years – such Executive Officer will not be entitled to any Adjustment Period; seniority between 5 to 10 years – up to 2 monthly base salary; and seniority of 10 years or more – up to 4 monthly base salaries.
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18. |
Additional Retirement and Termination Benefits
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19. |
Non-Compete Grant
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20. |
Exemption
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21. |
Indemnification
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22. |
Insurance
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22.1. |
Optibase will provide "Directors’ and Officers’ Liability Insurance" (the "Insurance Policy") for its directors and Executive Officers as follows:
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The annual premium to be paid by the Optibase shall not exceed 1.5% of the aggregate coverage of the Insurance Policy;
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The limit of liability of the insurer shall not exceed the greater of $
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The purchase of each Insurance Policy
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22.2. |
Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), Optibase shall be entitled to enter into a "run off" Insurance Policy of up to seven (7) years, with the same insurer or any other
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The limit of liability of the insurer shall not exceed the greater of $
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The annual premium shall not exceed 500% of the last paid annual premium; and
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The purchase of such Insurance Policy
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22.3. |
Optibase may extend the Insurance Policy in place to include cover for liability pursuant to a future public offering of securities as follows:
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The additional premium for such extension of liability coverage shall not exceed 50% of the last paid annual premium; and
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The purchase of such Insurance Policy
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23. |
The following benefits may be granted to the Directors and/or Executive Officers in addition to the benefits applicable in the case of any retirement or termination of service upon a "Change of Control" following of which the employment of the Executive Officer is terminated or adversely adjusted in a material way:
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23.1. |
Vesting acceleration of outstanding options or restricted shares.
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23.2. |
Extension of the exercising period of options or restricted shares for Optibase’s Executive Officers for a period of up to one (1) year and two (2) years, respectively, following the date of termination of employment.
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23.3. |
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23.4. |
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24. |
All the Directors, excluding the Executive Chairman, shall be entitled to an equal annual and per-meeting compensation.
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25. |
The compensation of the Directors (including external directors and independent directors, but excluding the Executive Chairman) shall not exceed the maximum amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time ("Compensation of Directors Regulations").
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26. |
Directors may be granted equity-based compensation in accordance with the principles detailed in this Policy, and subject to the provisions of the Companies Law and the regulations thereunder.
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27. |
Optibase's external and independent Directors may be entitled to reimbursement of expenses in accordance with the Compensation of Directors Regulations. Optibase’s Directors, excluding external and independent Directors, may be entitled to reimbursement of work-related expenses, including meeting participation expenses, reimbursement of business travel including a daily stipend when traveling and accommodation expenses. Optibase may provide advance payments to its Directors in connection with work-related expenses.
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28. |
This Policy is designed solely for the benefit of Optibase. Nothing in this Compensation Policy shall be deemed to grant any of Optibase’s Executive Officers, Directors or employees or any third party any right or privilege in connection with their employment by the Company. Such rights and privileges shall be governed by the respective personal employment agreements.
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29. |
This Policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not permitted, nor should it be interpreted as limiting or derogating from the Company’s articles of association.
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30. |
This Policy is not intended to affect current agreements nor affect obligating customs (if applicable) between the Company and its Executive Officers or Directors as such may exist prior to the approval of this Compensation Policy.
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31. |
In the event of amendments made to the Companies Law or any regulations promulgated thereunder providing relief in connection with Optibase’s compensation to its Executive Officers and Directors, Optibase may elect to act pursuant to such relief without regard to any contradiction with this Policy.
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32. |
The Compensation Committee and Board may determine that none or only part of the payments, benefits and perquisites shall be granted, and is authorized to cancel or suspend a compensation package or part of it.
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AGAINST
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Dated: ___________, 2019 |
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(Signature of Stockholder)
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(Signature of Stockholder)
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Please sign exactly as your name(s) appears on your stock certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer.
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