RECORD DATE; SOLICITATION OF PROXIES
Only shareholders of record at the close of business on May 5, 2008 will be
entitled to vote at the Meeting and any adjournment thereof. Proxies will be
solicited chiefly by mail; however, certain officers, directors, employees and
agents of the Company, none of whom will receive additional compensation
therefor, may solicit proxies by telephone, fax or other personal contact.
Copies of solicitation materials will be furnished to banks, brokerage firms,
nominees, fiduciaries and other custodians holding Ordinary Shares in their
names for others to send proxy materials to and obtain proxies from the
beneficial owners of such Ordinary Shares. The Company will bear the cost of
soliciting proxies, including postage, printing and handling, and will reimburse
the reasonable expenses of brokerage firms and others for forwarding material to
beneficial owners of Ordinary Shares.
To the extent you would like to state your position with respect to any of
the proposals described in this proxy statement, in addition to any right you
may have under applicable law, pursuant to regulations under the Israeli
Companies Law, 1999 (the "COMPANIES LAW"), you may do so by delivery of a notice
to the Company's offices located at Park Azorim, 94 Derech Em Hamoshavot, Petach
Tikva 49527, Israel, not later than May 15, 2008.
Following the Meeting, one or more shareholders holding, at the Record
Date, at least 1,060,149 Ordinary Shares, which represent approximately five
percent (5%) of the total voting rights of the Company, which are not held by
controlling shareholders of the Company, may review the Proxy Cards submitted to
the Company at Company's offices during business hours.
QUORUM AND VOTING REQUIREMENTS
On May 5, 2008, the Company had 21,202,986 Ordinary Shares outstanding,
each of which is entitled to one vote upon each of the matters to be presented
at the Meeting. This number does not include 997,400 Ordinary Shares held by a
wholly-owned subsidiary of the Company.
At the Meeting, each shareholder of record will be entitled to one vote for
each Ordinary Share held by him in respect of each matter to be voted upon.
Two or more shareholders, present in person or by proxy and holding or
representing shares conferring in the aggregate at least twenty five percent
(25%) of the voting power of the Company, will constitute a quorum at the
Meeting. Shares that are voted in person or by proxy "FOR" or "AGAINST" are
treated as being present at the Meeting for purposes of establishing a quorum
and are also treated as voted at the Meeting with respect to such matters.
Abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but such
abstentions and broker non-votes will not be counted for purposes of determining
the number of votes cast with respect to the particular proposal. If a quorum is
not present within thirty minutes from the time appointed for the Meeting, the
Meeting will be adjourned to the same day on the following week, at the same
time and place, or to such day and at such time and place as the Chairman of the
Meeting may determine. At such adjourned Meeting, any two shareholders, present
in person or by proxy, will constitute a quorum.
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the election
of Mr. Elinav as an "external director", provided that either (i) such a
majority includes at least one-third (1/3) of the total votes of shareholders,
who are not Controlling Shareholders of the Company (as defined under the
Companies Law) or anyone voting on their behalf, present at such Meeting in
person or by proxy (votes abstaining shall not be taken into account in counting
the above-referenced shareholder votes); or (ii) the total number of shares of
the non-Controlling Shareholders mentioned in (i) above that are voted against
such proposal does not exceed one percent (1%) of the total voting rights in the
Company.
3
This Proxy Statement and these Proxy Cards shall be deemed to constitute
voting deeds (Ktavei Hatzba'a) for the purpose of regulation 3(c) of the Israel
Companies Regulations (Alleviation for Public Companies whose shares are listed
on a Stock Exchange Outside of Israel), 2000.
BENEFICIAL OWNERSHIP OF SECURITIES
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 5, 2008
concerning the only persons or entities known to the Company to own beneficially
more than five percent (5%) of the Company's outstanding Ordinary Shares. The
information presented in this table is based on 21,202,986 Ordinary Shares
outstanding as of May 5, 2008, but does not take into account 997,400 Ordinary
Shares held by a wholly owned subsidiary of the Company. The number of Ordinary
Shares beneficially owned by a person includes Ordinary Shares subject to
options held by that person that were exercisable at May 5, 2008, or exercisable
within 60 days of May 5, 2008. The Ordinary Shares issuable under these options
are treated as if they were outstanding for purposes of computing the percentage
ownership of the person holding these options, but are not treated as if they
were outstanding for the purposes of computing the percentage ownership
outstanding for any other person. None of the holders of the Ordinary Shares
listed in this table have voting rights different from other holders of the
Ordinary Shares.
NUMBER OF PERCENT OF
NAME SHARES OWNED ORDINARY SHARES*
--------------------- ------------ ------------
Norfet, Limited Partnership
c/o Fimi 2001 Ltd.
Rubinstein House
37 Begin Rd.
Tel Aviv, Israel 4,613,085(1) 21.76%
Wellington Management Company, LLP
75 State Street,
Boston, MA 2,985,900 14.08%
* Does not take into account 997,400 Ordinary Shares held by a wholly owned
subsidiary of the Company.
(1) Norfet L.P is an Israeli partnership. As of May 5, 2008, 8.82% of Norfet
was held by FIMI Opportunity Fund, LP, approximately 45.61% of Norfet was
held by FIMI Israel Opportunity Fund, Limited Partnership, approximately
34.45% was held by Mivtach Shamir Holdings Ltd., approximately 3.45% was
held by Migdal Insurance Company, approximately 6.89% was held by First
International Bank of Israel and approximately 0.786% was held by Zaleznick
and Butler. In addition, pursuant to Rule 13d-5, (i) Mr. Ishay Davidi, a
director of the Company, may be deemed to beneficially own the shares held
by Norfet due to his position as CEO of FIMI 2001 Ltd. and senior partner
of FIMI Israel, Opportunity Fund, Limited Partnership and FIMI Opportunity
Fund, L.P. and (ii) Mr. Meir Shamir, a director in the Company, may be
deemed to beneficially own the shares held by Norfet due to his 40.02%
interest in Mivtah Shamir.
4
DIRECTORS AND SENIOR MANAGERS
As of May 5, 2008, the following directors and senior managers beneficially
held the number of Ordinary Shares set forth in the table below. The information
in this table is based on 21,202,986 Ordinary Shares (excluding 997,400 shares
owned by a wholly owned subsidiary) outstanding as of May 5, 2008. The number of
Ordinary Shares beneficially owned by a person includes Ordinary Shares subject
to options held by that person that were exercisable at May 5, 2008 or
exercisable within 60 days of May 5, 2008. The Ordinary Shares issuable under
these options are treated as if they were outstanding for purposes of computing
the percentage ownership of the person holding these options but are not treated
as if they were outstanding for the purposes of computing the percentage
ownership outstanding for any other person. Except as disclosed below, to the
Company's knowledge, none of the directors or senior managers beneficially owns
any Ordinary Shares.
NUMBER OF % OF ORDINARY SHARES
NAME ORDINARY SHARES OUTSTANDING**
----------------- ------------ ------------
Yacov Gelbard --- ---
Ishay Davidi 4,632,767(1) 21.84%
Meir Shamir 4,613,085(2) 21.76%
Yosef Shiran 815,000(3) 3.84%
Micha Korman * *
Avi Zigelman --- ---
Shirit Kasher --- ---
Yacov Elinav --- ---
Eli Admoni --- ---
Yarom Oren --- ---
Asaf Alperovitz * *
Itamar Harchol --- ---
Anat Barkan --- ---
Amit Eshet * *
David Gerbi --- ---
Ronny Grundland --- ---
Ilan Gilboa * *
Michal Baumwald Oron * *
Alon Shadmi * *
Directors and senior managers
as a group (18 persons) 5,700,899(4) 25.6%
----------
* Less than one percent (1%) of the outstanding Ordinary Shares.
** Does not take into account 997,400 Ordinary Shares held by a wholly owned
subsidiary of the Company.
5
(1) Consists of (i) 4,613,085 Ordinary Shares held by Norfet, which Mr.
Ishay Davidi may be deemed to beneficially own under U.S. securities
laws since he serves as CEO of FIMI 2001 Ltd., which controls the
general partner of Norfet, one of the Norfet limited partners (which
is managed by FIMI 2001 Ltd.) as well as the other Norfet limited
partners by virtue of an irrevocable power of attorney; and (ii)
19,682 Ordinary Shares held by FIMI, which Mr. Ishay Davidi may be
deemed to beneficially own in accordance with the above mentioned.
(2) Consists of 4,613,085 Ordinary Shares held by Norfet, which Mr. Shamir
may be deemed to beneficially own due to his 40% interest in
Mivtah-Shamir, which held an approximately 34.45% interest in Norfet
as of May 5, 2008.
(3) Consists of 815,000 Ordinary Shares subject to options exercisable at
prices that are between $3.563 and $3.765 per share (which expire
between 2011 and 2012).
(4) Consists of 4,613,085 Ordinary Shares held by Norfet, which Mr. Ishay
Davidi may be deemed to beneficially own under U.S securities laws
since he serves as CEO of FIMI 2001 Ltd., which controls the general
partner and one of the limited partners of Norfet and which Meir
Shamir may be deemed to beneficially own under U.S securities laws due
to his 40% interest in Mivtah-Shamir, which held an approximately
34.45% interest in Norfet as of May 5, 2008. Further, includes 19,682
Ordinary Shares held by FIMI which Mr. Ishay Davidi may be deemed to
beneficially own under U.S securities laws since he serves as CEO of
FIMI 2001 Ltd., which controls the general partner and one of the
limited partners of Norfet and includes also 1,068,132 options
(exercisable within 60 days) to purchase 1,068,132 Ordinary Shares.
The exercise prices of these options range from 3.5 to 11.275 per
share. These options will expire between 2009 and 2016.
EXECUTIVE COMPENSATION
The aggregate direct remuneration paid to all Directors and senior
management as a group for services in all capacities for the year ended December
31, 2007 was approximately $2.2 million, of which $90,500 was paid to Directors
in their capacities as Directors. Approximately NIS 280,000 was set aside or
accrued for vacation and recuperation pay. Negligible amounts were set aside or
accrued to provide pension, retirement or similar benefits. The amount does not
include any amounts expended by the Company for automobiles made available to
its officers, expenses (including business travel and professional and business
association dues and expenses) reimbursed to officers and other fringe benefits
commonly reimbursed or paid by companies in Israel and $120,000 in management
fees paid to Norfet and $80,000 in management fees paid to New York Delights, a
company wholly owned by Arie Wolfson, a former director and former chairman of
the Company's Board of Directors.
In 2007, the Company did not grant options under the Share Option Plan.
PROPOSAL FOR APPROVING THE RENEWAL OF THE TERM OF MR. YACOV ELINAV AS AN
EXTERNAL DIRECTOR
The Company's Board of Directors is soliciting the shareholders meeting to
elect Mr. Yacov Elinav to serve a second three-year term as an "external
director" of the Company in accordance with the provisions of the Companies Law,
effective from July 15, 2007 and until July 14, 2010. Because of an oversight,
the renewal of the term of Yacov Elinav was not brought for approval by the
shareholders at the last annual general shareholders meeting convened in August
2007. Mr. Elinav has served as an external director since July 2004 and his
service, if not extended, would have expired in July 2007.
6
The shareholders are asked to approve a second three-year term, effective
from July 15, 2007 and until July 14, 2010. There will be no change in his
compensation from that already approved by the shareholders meeting held on
August 10, 2006 (NIS 2,000 (approximately $580) per meeting of the Board of
Directors and any Board committee meeting and an annual compensation in the
amount of NIS 50,000 (approximately $14,600)).
The following information with respect to Mr. Elinav is based upon the
information furnished to the Company by Mr. Elinav.
YACOV ELINAV has served as an External Director of Tefron since July 2004.
Between 1991 and July 2003, Mr. Elinav was a member of the Board of Management
of Bank Hapoalim B.M. Mr. Elinav also serves as a Chairman of the Board of DS
Securities Investment Ltd. and of the Board of DS Mutual Funds Ltd and is a
director of Middle East Tube Ltd., New Kopel Ltd, DS Institutionals Ltd, Sapians
Ltd., B.G.I Ltd., Polar Communication Ltd. R.H. Technologies and is an external
director of Office Textile Ltd. Mr. Elinav formerly served as a director of
other prominent Israeli companies.
The proposed nominee, Mr. Elinav, has declared to the Company that he
complies with the qualifications as an External Director under the Companies
Law. In addition, the Board of Directors' has determined that Mr. Elinav
satisfies the conditions of (i) "accounting and financial expertise" under the
Companies Law, as described below, and (ii) an independent director under
applicable NYSE rules, as described below.
It is proposed that at the Meeting, the following Resolution be adopted:
"RESOLVED, that the shareholders hereby approve a second three-year term
for Mr. Yacov Elinav as an external director of the Company effective from July
15, 2007 and until July 14, 2010, in accordance with the provisions of the
Companies Law, at the terms of compensation previously approved at the
shareholders meeting held on August 10, 2006."
The affirmative vote of the holders of a majority of the voting power
represented at the Meeting in person or by proxy is necessary for the election
of the aforementioned nominee, provided that either (i) such a majority includes
at least one-third (1/3) of the total votes of shareholders, who are not
Controlling Shareholders of the Company (as defined under the Companies Law) or
anyone voting on their behalf, present at the Meeting in person or by proxy
(votes abstaining shall not be taken into account in counting the
above-referenced shareholder votes); or (ii) the total number of shares of the
non-Controlling Shareholders mentioned in (i) above that are voted against such
proposal does not exceed one percent (1%) of the total voting rights in the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.
EXTERNAL-INDEPENDENT DIRECTORS
COMPANIES LAW REQUIREMENTS. Under the Companies Law, a publicly traded
company must appoint at least two external directors to serve on the company's
Board of Directors. To qualify as an external director, a person or his
relative, partner, employer or any entity controlled by such person may not
have, and may not have had at any time during the previous two years up to the
date of appointment, any "affiliations" with the company, entities controlling
the company or entities controlled by the Company or by the Company's
controlling shareholders, as such terms are defined in the Companies Law. The
term "affiliation" is broadly defined in the Companies Law. In addition, no
person may serve as an external director if such person's position or other
activities create or may create a conflict of interest with his or her role as
an external director or impairs his or her responsibilities as an External
Director.
7
The external directors are required to be elected by a special majority
vote at a shareholders' meeting, as indicated above. The term of an external
director is three years and may be extended for additional three-year terms,
subject to the provisions of the Companies Law. All of the external directors of
a company must be members of its Audit Committee and each other committee of a
company's Board of Directors must include at least one external director.
Pursuant to the Companies Law, at least one external director is required
to have "accounting and financial expertise" and the other(s) are required to
have "professional expertise" or "accounting and financial expertise". As
indicated above, the Board of Directors has determined that Mr. Yacov Elinav has
"accounting and financial expertise" as defined under the Companies Law.
A director has "professional expertise" if he or she satisfies one of the
following: (i) The director holds an academic degree in one of these areas:
economics, business administration, accounting, law or public administration;
(ii) the director holds an academic degree or has other higher education, all in
the main business sector of the company or in a relevant area for the Board
position; or (iii) the director has at least five years' experience in one or
more of the following (or a combined five years' experience in at least two or
more of these): (a) senior management position in a corporation of significant
business scope; (b) senior public office or senior position in the public
sector; or (c) senior position in the main business sector of the company.
A director with "accounting and financial expertise" is a person that due
to his or her education, experience and skills has high skills and understanding
of business-accounting issues and financial reports which allow him to deeply
understand the financial reports of the company and hold a discussion relating
to the presentation of financial information. A company's Board of Directors
will take into consideration in determining whether a director has "accounting
and financial expertise", among other things, his or her education, experience
and knowledge in any of the following: (i) accounting issues and accounting
control issues characteristic to the segment in which the company operates and
to companies of the size and complexity of the company; (ii) the functions of
the external auditor and the obligations imposed on such auditor; and (iii)
preparation of financial reports and their approval in accordance with the
Companies Law and the Israeli securities law.
NEW YORK STOCK EXCHANGE REQUIREMENTS. The Company's Ordinary Shares are
listed on the New York Stock Exchange, and the Company is subject to the rules
of the NYSE applicable to listed companies that are foreign private issuers.
Under such NYSE rules, each member of the Company's audit committee must be
independent within the meaning of Rule 10A-3 of the U.S. Securities Exchange Act
of 1934, as amended (the "1934 Act").
The independence requirements implement two basic criteria for determining
independence: (i) audit committee members are barred from accepting any
consulting, advisory or other compensatory fee from the issuer or an affiliate
of the issuer, other than in the member's capacity as a member of the board of
directors and any board committee, and (ii) audit committee members may not be
an "affiliated person" of the issuer or any subsidiary of the issuer apart from
his or her capacity as a member of the board and any board committee.
The definition of "affiliate" is "a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified." The term "control" is intended to be
consistent with the other definitions of this term under the 1934 Act, as "the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise."
8
OTHER MATTERS
The Board of Directors knows of no matters that are to be brought before
the meeting other than as set forth in the Notice of Extraordinary General
Meeting. If any other matter requiring a vote of the shareholders properly comes
before the meeting, the persons named in the enclosed form of proxy are
authorized to vote on such matter using their discretion.
By Order of the Board of Directors
MICHAL BAUMWALD ORON
COMPANY SECRETARY
May 9, 2008
9
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
TEFRON LTD.
JUNE 3, 2008
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. ^
------------------------------------------------------------------------------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
------------------------------------------------------------------------------------------------------------------------------------------------------
| FOR AGAINST ABSTAIN
|1. To approve a second three-year term for Mr. Yacov Elinav
| as an "external director" under the Israeli Companies
| Law effective from July 15, 2007 and until July 14, 2010, [_] [_] [_]
| at the terms of compensation previously approved at the
| shareholders meeting held on August 10, 2006.
|
| YES NO
|Are you a controlling shareholder in the Company (as defined
|in the Israeli Companies Law) or voting on behalf of a [_] [_]
|controlling shareholder? - MUST BE COMPLETED FOR VOTE TO BE
|COUNTED.
|
|Pursuant to the Articles of Association of the Company, a proxy will be effective only
|if received by the Company at least two hours prior to the time of the Extraordinary
|General Meeting.
|
|
|
--------------------------------------------------------------|
|
|
|
|
--------------------------------------------------------------|
|
|
|
|
|
|
--------------------------------------------------------------|
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.
PROXY
TEFRON LTD.
PARK AZORIM, 94 DERECH EM HAMOSHAVOT
PETACH TIKVA, 49527 ISRAEL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 3, 2008
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Mr. Asaf Alperovitz and Ms. Michal Baumwald Oron, and each of them, as
agent and proxy for the undersigned, with full power of substitution, to vote
with respect to all of the Ordinary Shares of Tefron Ltd. (the "COMPANY"),
standing in the name of the undersigned at the close of business on May 5, 2008,
at the Extraordinary General Meeting of Shareholders of the Company to be held
at the Company's offices, Park Azorim, 94 Derech Em Hamoshavot, Petach Tikva,
Israel, on June 3, 2008 at 11:00 a.m. (Israel time) and at any and all
adjournments thereof, with all power that the undersigned would possess if
personally present and especially (but without limiting the general
authorization and power hereby given) to vote as follows.
The proxies are authorized to vote in their discretion on such other matters as
may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED IN THE MANNER DIRECTED.
TO THE EXTENT PERMITTED BY LAW AND APPLICABLE STOCK EXCHANGE REQUIREMENTS, IF NO
INSTRUCTIONS TO THE CONTRARY ARE INDICATED, THE SHARES WILL BE VOTED "FOR" ALL
THE PROPOSALS, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
Tefron (NYSE:TFR)
Historical Stock Chart
From Oct 2024 to Nov 2024
Tefron (NYSE:TFR)
Historical Stock Chart
From Nov 2023 to Nov 2024
