Radware (RDWR) 6-K Radware Announces 2020 Annual General Meeting

Exhibit 99.3

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:

The Notice and Proxy Statement is available at www.proxyvote.com.

RADWARE LTD.

Annual General Meeting of Shareholders

November 10, 2020

This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) Doron Abramovitch and Hannah Mordechai, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of RADWARE LTD. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 3:00 PM (Israel Local Time) on November 10, 2020, at Radware Ltd., 22 Raoul Wallenberg Street,Tel Aviv 6971917, Israel, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting or any adjournment thereof.

Continued and to be signed on reverse side

 

      RADWARE LTD. 22 RAOUL WALLENBERG ST. TEL AVIV 6971917, ISRAEL ATTN: HANNAH MORDECHAI VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on November 9, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on November 9, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		KEEP THIS PORTION FOR YOUR RECORDS
	THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN THIS PORTION ONLY

RADWARE LTD.

The Board of Directors recommends you vote FOR proposals 1 - 6:

1.

Election of Class III directors (until the Annual General Meeting of Shareholders to be held in 2023) and Class II director (until the Annual General Meeting of Shareholders to be held in 2022).

For

Against

Abstain

1a.        Mr. Gabi Seligsohn (Class III)

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☐

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For

Against

Abstain

1b.       Mr. Stanley B. Stern (Class III)

☐

☐

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5.

To authorize Mr. Yehuda Zisapel to act as Chairman of the Board of Directors for a period of three years.

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☐

☐

1c.       Ms. Naama Zeldis (Class II)

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☐

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5a.

Please confirm that you DO NOT have a "personal interest" in Proposal 5 by checking the "YES" box. If you cannot confirm that you do not have a personal interest in Proposal 5, check the "NO" box. As described under the heading "Required Vote" in item 5 of the Proxy Statement, "personal interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware.

Yes ☐

No ☐

2.

To approve certain amendments to the Company’s Articles of Association relating to shareholder proposals.

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☐

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3.

To approve grants of equity-based awards to the President and Chief Executive Officer of the Company.

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For

Against

Abstain

3a.

Please confirm that you DO NOT have a "personal interest" in Proposal 3 by checking the "YES" box. If you cannot confirm that you do not have a personal interest in Proposal 3, check the "NO" box. As described under the heading "Required Vote" in item 3 of the Proxy Statement, "personal interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware.

Yes ☐

No ☐

6.

To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their services.

☐

☐

☐

For

Against

Abstain

IMPORTANT INSTRUCTION (PERSONAL INTEREST): If you are unable to make the aforesaid confirmations for any reason or have questions about whether you have a personal interest, please contact Adv. Hannah Mordechai at telephone number: +972-72-391-7368; fax number: +972-3-766-8982; or email hannahm@Radware.com or, if you hold your shares in "street name", you may also contact the representative managing your account, who could then contact the Company's General Counsel on your behalf.

4.

To approve amendments to the Company's Compensation Policy for Executive Officers and Directors.

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☐

☐

��

4a.

Please confirm that you DO NOT have a "personal interest" in Proposal 4 by checking the "YES" box. If you cannot confirm that you do not have a personal interest in Proposal 4, check the "NO" box. As described under the heading "Required Vote" in item 4 of the Proxy Statement, "personal interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware.

Yes ☐

No ☐

Yes ☐

No ☐

Please indicate if you plan to attend this meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date