You
may vote by submitting your proxy with voting instructions by mail if you promptly
complete, sign, date and return the accompanying proxy card in the enclosed self-addressed
envelope to our transfer agent or to our registered office in Israel at least forty-eight
(48) hours prior to the appointed time of the Meeting. You may revoke your proxy at any
time prior to the exercise of authority granted in the proxy by giving a written notice of
revocation to our Corporate Secretary, by submitting a subsequently dated, validly
executed proxy, or by voting in person. Shareholders attending the meeting may vote their
shares at the meeting.
Quorum and Voting
As of September 29, 2009, the record
date for determination of shareholders entitled to vote at the Meeting, there were
outstanding 9,068,393 ordinary shares. Each ordinary share entitles the holder to one
vote. Each ordinary share entitles the holder to one vote. The presence, in person or by
proxy, of shareholders holding or representing, in the aggregate, at least one third of
our companys voting rights will constitute a quorum at the Meeting. No business will
be considered or determined at the Meeting, unless the requisite quorum is present within
half an hour from the time designated for the Meeting. If within half an hour from the
time designated for the Meeting a quorum is not present, the Meeting will stand adjourned
to the same day in the following week, at the same time and place, or to such other time
as designated in the notice of such adjourned meeting. If within half an hour from the
time designated for the adjourned Meeting a quorum is not present, any number of
shareholders present will constitute a quorum. This notice shall serve as notice of such
reconvened meeting if no quorum is present at the original date and time and no further
notice of the reconvened meeting will be given to shareholders.
An
affirmative vote of the holders of a majority of the ordinary shares represented at the
Meeting, in person or by proxy, entitled to vote and voting thereon, is required to
approve the reelection of the nominees for directors, the termination of Baker Tilly
Virchow Krause, LLP as our independent certified public accountants and the appointment of
Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd
as our independent certified public accountants.
ELECTION OF DIRECTORS
(Item 1 on the Proxy
Card)
Our
articles of association provide for a Board of Directors consisting of no less than two
and no more than eleven members. Our Board of Directors is currently composed of six
directors, including two outside directors appointed in accordance with the Israeli
Companies Law. Our directors, other than our outside directors, are elected at each annual
meeting of shareholders. All the members of our Board of Directors (except the outside
directors) may be reelected upon completion of their term of office. The two outside
directors of the Company shall continue to serve in their office in accordance with the
Israeli Companies Law.
At
the Meeting, shareholders are being asked to reelect the following current directors,
Messrs. Giora Inbar, Eran Saar and Jan H. Loeb and Ms. Daniela Yaron-Zoller, to hold
office until our 2010 Annual General Meeting of Shareholders and until their successors
are elected and qualified.
Under
the Israeli Companies Law the board of directors of a public company is required to
determine the minimum number of directors with accounting and financial
expertise who will serve on the board. Our Board of Directors determined that at
least two directors must have accounting and financial expertise, as such term
is defined by regulations promulgated under the Israeli Companies Law. The Board of
Directors determined that Messrs. Eran Saar, Jan H. Loeb and Ms. Daniela Yaron-Zoller, and
the two outside directors have accounting and financial expertise.
Furthermore, our Board of Directors determined that Mr. Jan H. Loeb is an
independent director within the meaning of this term under the Israeli
Companies Law, (1999), in addition to the two outside directors.
We
are a controlled company within the meaning of the NASDAQ Marketplace Rules.
As such, we are exempt from the NASDAQ Marketplace Rules requirement that a majority of a
companys Board of Directors must qualify as independent directors within the meaning
of the NASDAQ Marketplace Rules. We are also exempt from the NASDAQ Marketplace Rules
requirement regarding the process for the nomination of directors; instead, we follow
Israeli law and practice in accordance with which directors are proposed by the Board of
Directors and elected by the shareholders, unless otherwise provided in a companys
articles of association. Our articles of association do not provide otherwise. Our
practice has been that our director nominees are presented in our proxy statement for
election at our annual meetings of shareholders.
Under the Israeli Companies Law, the
affirmative vote of the holders of a majority of the ordinary shares represented at the
Meeting, in person or by proxy, entitled to vote and voting thereon, is required to
reelect each of the nominees named above. The vote for each of the nominees for director
will be separate.
Set forth below is information about
each nominee, including age, position(s) held with the company, principal occupation,
business history and other directorships held.
Brigadier General (Res.) Giora
Inbar (53)
was elected as the Chairman of our Board of Directors by our
Board of Directors in January 2008. Brigadier General (Res.) Inbar currently serves as the
Chairman of the Board of Directors of Isal Amlat, our controlling shareholder, and as the
Chief Executive Officer of KMN Holdings Ltd., the parent of Isal Amlat. He has been Chief
Executive Officer of KMN Holdings Ltd since May 2005. Brigadier General (Res.) Inbar also
serves as Chairman of the Board of Directors of a number of companies in the KMN Group,
including our parent company TAT Industries.. . Brigadier General (Res.) Inbar served as
the Chief Executive Officer of Pointer, a provider of services to car owners and insurance
companies, from 1999 until 2005. Brigadier General (Res.) Inbar served as the Division
Commander of the Northern Command of the Israeli Defense Forces from 1995 through 1998.
During the 25 years of his service, he also served as a commander of special operations
units. Brigadier General (Res.) Inbar holds a B.A. degree and an M.B.A. degree in Business
Administration from Haifa University and is also a graduate of the U.S. Army War College.
Eran Saar (36)
was
elected as a director by our Board of Directors in January 2008. Since June 2006, Mr. Saar
has served as the Chief Executive Officer of Isal Amlat, our controlling shareholder, and
as Chief Financial Officer of KMN Holdings Ltd., the parent of Isal Amlat. Mr. Saar serves
as a member of the Board of Directors of seven companies in the KMN Group, including our
parent company TAT Industries. From 2005 to 2006, Mr. Saar served as the deputy director
of the corporate finance department of the Israeli Securities Authority. Prior to that he
was a member of the staff in the Israeli Securities Authority. Mr. Saar holds a B.A.
degree in Law and Accounting and an M.B.A. degree, both from the Hebrew University of
Jerusalem.
Daniela Yaron-Zoller (43)
was
elected as a director by our Board of Directors in January 2008 and is a member of our
Audit Committee. As of March 2009 Adv. Yaron-Zoller does Dispute Resolution and
Conflict Management Services that serve commercial companies, individuals, public
entities and government authorities seeking highly professional economic and commercial
arbitration and mediation services in a discrete, dependable environment
From 2003 until 2007 Adv.
Yaron-Zoller served as a manager in the Strategic Clients Division of Ness Technologies
Ltd, a global IT services provider; From 2003 until 2006 she served as a member of
the of the plenum of the Israel Securities Authority; Adv. Yaron-Zoller is a member in the
Board of Directors of KMN Capital Ltd; from 2004 until 2007 she served as a member of the
Board of Directors of Mekorot Israel National Water Co.; Ms. Yaron-Zoller holds a B.A.
degree in Law from the University of Tel Aviv.
Jan H. Loeb (51)
was elected as a director by our Board of Directors in August
2009. Mr. Loeb has served as President of Amtrust Capital Management, Inc., a
capital investment firm, since 2007. From February 2005 through Janurary 2007,
he served as a portfolio manager of Amtrust Capital Management, Inc. From
February 2004 through January 2005, Mr. Loeb was a Portfolio Manager for
Chesapeake Partners, a capital investment firm. From January 2002 through
December 2004, Mr. Loeb was a Managing Director of Jefferies & Company,
Inc., an investment banking firm based in New York City. From 1994 through 2001,
Mr. Loeb was a Managing Director of Dresdner Kleinwort and Wasserstein, Inc., an
investment banking firm based in New York City, which was formerly known as
Wasserstein Perella & Co., Inc.Mr. Loeb is also a director of American
Pacific Corp and Golf Trust of America, Inc Mr. Loeb graduated from Baruch
College City University of New York with a baccalaureate in Finance and
Investments.
The Board of Directors recommends
a vote FOR the reelection of each of the director nominees named herein.
Beneficial Ownership of
Securities by Certain Beneficial Owners and Management
None of our directors and executive
officers beneficially owns more than 1% of our outstanding shares. Isal Amlat, a company
organized under the laws of the State of Israel, is the beneficial holder of 51.08% of our
outstanding shares, of which 8.67% are held directly by it and 42.41% are held directly by
our parent company TAT Industries. Accordingly, Isal Amlat ultimately controls our
company.
The following table sets forth
certain information as of September 15 2009 regarding the beneficial ownership by all
shareholders known to us to own beneficially more than 5% of our outstanding ordinary
shares.
|
Name
|
Number of
Ordinary Shares
Beneficially
Owned(1)
|
Percentage of
Ownership(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Isal Amlat Investments (1993) Ltd. (3)
|
|
|
|
4,632,351
|
|
|
51.58
|
%
|
|
TAT Industries (4)
|
|
|
|
3,845,908
|
|
|
42.41
|
%
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Ordinary shares relating
to options and warrants currently exercisable or exercisable within
60 days of the date of this table are deemed outstanding for
computing the percentage of the person holding such securities but
are not deemed outstanding for computing the percentage of any other
person. Except as indicated by footnote.
|
|
(2)
|
The
percentages shown are based on 9,073,043 ordinary shares issued and
outstanding as of September 15 2009.
|
|
(3)
|
Includes
786,443 ordinary shares held directly by Isal Amlat and 3,845,908
ordinary shares held directly by TAT Industries, which is 79,33%
controlled by Isal Amlat. As such, Isal Amlat may be deemed to be the
beneficial owner of the aggregate 4,632,351 ordinary shares held
directly by itself and TAT Industries. Isal Amlat is 81.65%
controlled by KMN Holdings Ltd., an Israeli company publicly traded
on the Tel Aviv Stock, which is
61.97
% controlled by
Mr. Ron Elroy.
|
|
(4)
|
TAT
Industries is 79.33% controlled by Isal Amlat. As such, Isal Amlat may be
deemed to be the beneficial owner of the aggregate 3,845,908 ordinary
shares held directly by TAT Industries. Isal Amlat is 81.65%
controlled by KMN Holdings Ltd., an Israeli company publicly traded
on the Tel Aviv Stock, which is
61.97
% controlled by
Mr. Ron Elroy.
|
Audit Committee
Under
the Israeli Companies Law, the board of directors of any public company must establish an
audit committee. The audit committee must consist of at least three directors and must
include all of the outside directors. The audit committee may not include the chairman of
the board of directors, any director employed by the company or providing services to the
company on an ongoing basis, or a controlling shareholder or any of the controlling
shareholders relatives.
In
addition, the NASDAQ Marketplace Rules require us to establish an audit committee
comprised of at least three members, all of whom must be independent directors, each of
whom is financially literate and satisfies the respective independence
requirements of the Securities and Exchange Commission and NASDAQ and one of whom has
accounting or related financial management expertise at senior levels within a company.
Our Audit Committee assists our Board
of Directors in overseeing the accounting and financial reporting processes of our company
and audits of our financial statements, including the integrity of our financial
statements, compliance with legal and regulatory requirements, our independent registered
public accountants qualifications and independence, the performance of our internal
audit function and independent registered public accountants, finding any defects in the
business management of our company and proposing to our Board of Directors ways to correct
such defects, approving related-party transactions as required by Israeli law, and such
other duties as may be directed by our Board of Directors. The audit committee may consult
from time to time with our independent auditors and internal auditor with respect to
matters involving financial reporting and internal accounting controls.
Our Audit
Committee consists of three members of our Board of Directors who satisfy the respective
independence requirements of the Securities and Exchange Commission, NASDAQ
and Israeli law for audit committee members. Our current Audit Committee members are
Messrs. Rami Daniel and Avi Shani, our outside directors under Israeli law, and Ms.
Daniela Yaron-Zoller. Our Board of Directors has determined that both Rami Daniel and Avi
Shani qualify as audit committee financial experts, as defined by rules of the Securities
and Exchange Commission. The Audit Committee meets at least once each quarter.
Executive Compensation
The
following table sets forth all the compensation we paid with respect to all of our
directors and executive officers as a group for the year ended December 31, 2008.
|
Salaries, fees,
Commissions and bonuses
|
Pension, retirement
and similar benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (17 persons)
|
|
|
$
|
2,940,000
|
|
$
|
130,000
|
|
On May 20, 2008 the Board of
Directors of the Company approved compensation for all of the directors (excluding Messrs.
Giora Inbar, Eran Saar and Jan H. Loeb) in accordance with the Companies Regulations
(Rules Regarding Compensation and Expenses for External Directors), 2000 which is: a per
meeting attendance fee of NIS 2,200 (approximately $615), plus an annual fee of NIS 59,100
(approximately $16,514).
The Directors Messrs. Giora Inbar,
Eran Saar, do not receive any compensation.
The Board of Directors has determined
to pay Mr. Jan H. Loeb a per meeting attendance fee of $1,000, plus an annual fee of $
40,000. The fee for a written consent is $500. In addition, the Company shall pay the
costs for Mr. Loebs trip to Israel once a year to attend a Board of Directors
Meeting in person.
APPOINTMENT OF AUDITORS
(Item 4 on the Proxy
Card)
On September 16, 2009, the Audit
Committee and Board of Directors approved the termination of Baker Tilly Virchow Krause,
LLP as our independent certified public accountants effective as of the approval by the
General Meeting of Shareholders of such termination, and approved the appointment of
Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International
Ltd, as our independent certified public accountants, effective as of the approval by the
General Meeting of Shareholders until our 2010 Annual General Meeting of Shareholders.
Kesselman
& Kesselman PwC Israel has no relationship with us or any of our affiliates except as
auditors.
At the Meeting, shareholders will
also be asked to authorize our Board of Directors to to determine the remuneration of our
independent auditors according to the volume and nature of their services.
With
respect to fiscal year 2008, we paid Baker Tilly Virchow Krause, LLP (formerly known as
Virchow Krause & Company, LLP)., approximately $328K for audit services, $60K for
audit-related services and $4K for tax-related services.
|
|
Year Ended December 31,
|
|
Services Rendered
|
2008
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
|
|
|
$
|
327,866
|
|
$
|
365,489
|
|
|
Audit-related
|
|
|
|
59,500
|
|
|
27,500
|
|
|
Tax
|
|
|
|
4,300
|
|
|
6,015
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
391,666
|
|
$
|
399,004
|
|
|
|
|
|
|
|
It
is therefore proposed that at the Meeting the shareholders adopt the following resolution:
RESOLVED, to approve the
termination of Baker Tilly Virchow Krause, LLP as our independent certified public
accountants effective as of the approval by the General Meeting of Shareholders. To
approve the appointment of, Kesselman & Kesselman PwC Israel, a member of
PricewaterhouseCoopers International Ltd as our independent certified public accountants,
effective as of the approval by the General Meeting of Shareholders until our 2010 Annual
General Meeting of Shareholders, and to authorize our Board of Directors to determine
their remuneration in accordance with the volume and nature of their services
The
affirmative vote of the holders of a majority of the ordinary shares, represented at the
Meeting in person or by proxy, entitled to vote and voting thereon, is required to approve
the foregoing resolution.
The
Board of Directors recommends a vote FOR the foregoing resolution.
Audit Committee
Pre-Approval Policies and Procedures
Our
Audit Committee has adopted a policy and procedures for the pre-approval of audit and
non-audit services rendered by our independent public accountants. Pre-approval of an
audit or non-audit service may be given as a general pre-approval, as part of the audit
committees approval of the scope of the engagement of our independent auditor, or on
an individual basis. The policy prohibits retention of the independent public accountants
to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley
Act and the rules of the Securities and Exchange Commission, and also requires the audit
committee to consider whether proposed services are compatible with the independence of
the public accountants.
REVIEW AND DISCUSSION
OF OUR AUDITORS REPORT AND FINANCIAL STATEMENTS
At the Meeting, our Auditors
Report and Financial Statements for the year ended December 31, 2008 will be presented. We
will hold a discussion with respect to the financial statements at the Meeting. This item
will not involve a vote of the shareholders.
COPIES OF THE ANNUAL FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2008 WILL BE MAILED WITHOUT CHARGE TO ANY
SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL GENERAL MEETING, UPON WRITTEN REQUEST TO: TAT
TECHNOLOGIES LTD., PARK RE-EM INDUSTRIAL ZONE, P.O. BOX 80, GEDERA 70750, ISRAEL,
ATTENTION: AYA BEN DAVID, SECRETARY.
|
|
By Order of the Board of Directors
Aya Ben David
Secretary
|
Date: September 29, 2009
ITEM 2
TAT TECHNOLOGIES LTD.
Annual General Meeting of Shareholders
October 28, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Aya Ben-David attorney of the undersigned, for and in the
name(s) of the undersigned, with power of substitution and revocation to vote any and all
ordinary shares, par value NIS 0.90 per share, of TAT Technologies Ltd. (the
Company), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual General Meeting of Shareholders of
the Company to be held on October 28, 2009 at 17:00 a.m. at the offices of Isal Amlat
Investments (1993) Ltd., 85 Medinat Hayehudim St., 14th floor, Business Park, Herzlia
Pituach 46140, Israel, and at any adjournment or adjournments thereof, and hereby revoking
any prior proxies to vote said shares, upon the following items of business more fully
described in the notice of and proxy statement for such Annual General Meeting (receipt of
which is hereby acknowledged):
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED AS SPECIFIED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR (i) THE
ELECTION OF THE NOMINEES FOR DIRECTOR AND (ii) PROPOSAL 2 SET FORTH ON THE REVERSE.
(Continued and to be
signed on the reverse side)
ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
TAT TECHNOLOGIES LTD.
October 28, 2009
Please date, sign and
mail
your proxy card in the
envelope provided as
soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 THROUGH 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE
x
1.
|
The
election of four Directors for terms expiring at the 2010 Annual General Meeting.
|
NOMINEES:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Giora Inbar
|
o
|
o
|
o
|
|
|
|
Eran Saar
|
o
|
o
|
o
|
|
|
|
Daniela Yaron-Zoller
|
o
|
o
|
o
|
|
|
|
Jan H. Loeb
|
o
|
o
|
o
|
2.
|
To approve the termination of Baker Tilly Virchow Krause, LLP as our independent
registered public accountants effective as of the approval by the General
Meeting of Shareholders. To approve the appointment of Kesselman & Kesselman
PwC Israel, a member of PricewaterhouseCoopers International Ltd,
as our independent registered public accountants, effective as of the
approval by the General Meeting of Shareholders through the next Annual
General Meeting of Shareholders, and to authorize our Board of Directors to
determine their remuneration in accordance with the volume and nature of their
services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
FOR
|
o
AGAINST
|
o
ABSTAIN
|
|
To change the address on your
account, please check the box at right and indicate your new address in the address space
above. Please note that changes to the registered name(s) on the account may not be
submitted via this method.
Signature of Shareholder _______ Date _____ Signature of Shareholder__________ Date _____
Note: Please sign exactly as your
name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TAT TECHNOLOGIES LTD.
(Registrant)
By: /s/ Shmuel Fledel
Shmuel Fledel
Chief Executive Officer
|
Date: September 29, 2009
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