Exhibit 99.1
November 12, 2024
Dear Alpha Tau Medical Ltd. Shareholders:
We cordially invite you to attend the annual general meeting of shareholders of Alpha Tau Medical Ltd. (the “Meeting”), to be held on December 17, 2024, at 3:00 p.m., Israel time, at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel.
The Company’s notice of the Meeting, as published on November 12, 2024, and the proxy statement appearing on the following pages, describe in detail the matters to be acted upon at the Meeting.
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our board of directors recommends that you vote FOR each of the proposals listed in the Notice.
Only shareholders of record at the close of business on November 7, 2024, are entitled to notice of and to vote at the Meeting or any postponement or adjournment thereof.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting or any postponement or adjournment thereof. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided, or vote over the Internet in accordance with the instructions on your proxy card or voting instruction form, as applicable.
We look forward to greeting as many of you as can attend the Meeting.
| Sincerely, | |
| | |
| /s/ Uzi Sofer | |
Chairman of the Board of Directors and
Chief Executive Officer | |
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5 Jerusalem 9777605, Israel
Notice of Annual General Meeting of Shareholders
To be Held on December 17, 2024
Dear Alpha Tau Medical Ltd. Shareholders:
We cordially invite you to attend the annual general meeting of shareholders (the “Meeting”) of Alpha Tau Medical Ltd. (the “Company”), to be held on December 17, 2024, at 3:00 p.m. (Israel time), at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel. The telephone number at that address is +972 (3) 577-4115.
The following matters are on the agenda for the Meeting:
| | (1) | To re-elect each of Michael Avruch and Uzi Sofer, and to elect Maya Netser, as Class III directors, to hold office until the close of the Company’s Annual General Meeting of Shareholders in 2027, and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association or the Companies Law; and |
| | (2) | To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. |
In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2023.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on November 7, 2024, in person or if you otherwise hold Company shares through a broker, trustee or other nominee at such time, or which appear in the participant listing of a securities depository on that date.
You can vote your ordinary shares (“Shares”) by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold Shares through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of business on November 7, 2024, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and you may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your Shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your Shares at the Meeting (or to appoint a proxy to do so).
Our board of directors unanimously recommends that you vote “FOR” each of the above Proposals, which are described in the accompanying proxy statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of our Shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their Shares) will constitute a quorum.
Any shareholder of the Company who intends to present a proposal at the Meeting must satisfy the requirements of the Companies Law. Under the Companies Law, any shareholder who holds at least one percent (1%) of the Company’s outstanding voting rights is entitled to request that the Board include a proposal to be voted on by the Company’s shareholders, provided that such proposal is appropriate for consideration by shareholders at the Meeting. Notwithstanding the aforementioned, under the Companies Law, only shareholders holding at least five percent (5%) of the Company’s outstanding voting rights are entitled to request that the Board include at the Meeting a proposal related to election or removal of a director from the Board. Such request made by an eligible shareholder must be received by us no later than November 19, 2024. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission, under cover of Form 6-K. Shareholders are also able to review the proxy statement at the “Investors” portion of our website https://www.alphatau.com or at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, upon prior notice and during regular working hours (telephone number: +972 (3) 577-4115) until the date of the Meeting.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of each Proposal.
Whether or not you plan to attend the Meeting, it is important that your Shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Annual General Meeting of Shareholders and the Proxy Statement, please sign, date and mail the proxy card in the envelope provided or vote over the Internet in accordance with the instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. (EDT) on December 16, 2024, to be validly included in the tally of Shares voted at the Meeting. Detailed proxy voting instructions will be provided both in the proxy statement and in the proxy card.
| By Order of the Board of Directors | |
| | |
| /s/ Uzi Sofer | |
Chairperson of the Board of Directors and
Chief Executive Officer | |
Dated: November 12, 2024
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5 Jerusalem 9777605, Israel
Proxy Statement
Annual General Meeting of Shareholders
To Be Held on December 17, 2024
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of Alpha Tau Medical Ltd. (the “Company” or “Alpha Tau”) to be voted at the 2024 annual general meeting of shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on December 17, 2024, at 3:00 p.m. (Israel time), at our headquarters at 5 Kiryat Hamada St., Jerusalem, 9777605, Israel.
This proxy statement, the attached notice of annual general meeting of shareholders and the enclosed proxy card or voting instruction form, as applicable, are being made available to holders of our ordinary shares (“Shares”) on November 7, 2024 (the “Record Date”).
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on November 7, 2024, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your Shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your Shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting:
| | (1) | To re-elect each of Michael Avruch and Uzi Sofer, and to elect Maya Netser as Class III directors, to hold office until the close of the Company’s Annual General Meeting of Shareholders in 2027 (the “2027 Meeting”), and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association or the Companies Law; and |
| | (2) | To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024 and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. |
In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2023.
We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.
Board Recommendations
Our Board unanimously recommends that you vote “FOR” each of the above Proposals.
Quorum and Adjournment
On November 7, 2024, we had a total of 70,102,974 Shares issued and outstanding. Each Share outstanding as of the close of business on November 7, 2024, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our Amended and Restated Articles of Association (the “Articles”), the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold, in the aggregate, Shares representing at least 25% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their Shares) will constitute a quorum.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding Shares for a beneficial owner attends the shareholder meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold Shares in “street name” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal No. 2 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “Companies Law”), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds Shares through a bank or broker to instruct its bank or broker how to vote its Shares, if the shareholder wants its Shares to count for the proposals set forth in this proxy statement.
Vote Required for Approval of Each of the Proposals
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals set forth in this proxy statement.
Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
On each matter submitted to the shareholders for consideration at the Meeting, only Shares that are duly voted on such matter will be counted toward determining whether shareholders approved the matter. Shares present at the Meeting that are not duly voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.
Each Share is entitled to one vote on each Proposal or item that comes before the Meeting. If two or more persons are registered as joint owners of any Share, the right to vote at the Meeting for the Meeting shall be conferred exclusively upon the more senior among the joint owners attending the Meeting in person or by proxy. For this purpose, seniority shall be determined by the order in which the names appear in the Company’s share register.
How You Can Vote
You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:
| | ● | By Internet - If you are a shareholder of record as of the Record Date, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold Shares in “street name,” and if the brokerage firm, bank or other similar nominee that holds your Shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet; |
| | | |
| | ● | By Mail - If you are a shareholder of record as of the Record Date, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold Shares in “street name,” you have the right to direct your brokerage firm, bank or other similar organization on how to vote your Shares, and the brokerage firm, bank or other similar organization is required to vote your Shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization. |
Even if you plan to attend the Meeting, the Company recommends that you vote your Shares in advance so that your vote will be counted if you later decide not to attend the Meeting.
Registered Holders
If you are a shareholder of record as of the Record Date whose Shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you can also vote your Shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, or Continental Stock Transfer & Trust Company receives it in the enclosed envelope no later than 11:59 p.m. (EDT) on December 16, 2024.
If you provide specific instructions (by clearly marking a box) with regard to the proposals set forth in this proxy statement, your Shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving clear and specific instructions, your Shares will be voted in favor of each proposal in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of our Articles.
Beneficial Owners
If you are a beneficial owner of Shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting.
Because a beneficial owner is not a shareholder of record, you may not vote those Shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your Shares, giving you the right to vote the Shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your Shares.
Who Can Vote
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on November 7, 2024, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
Revocation of Proxies
Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds Shares in “street name” should follow the directions of, or contact, the bank, broker or nominee if he, she or it desires to revoke or modify previously submitted voting instructions.
Solicitation of Proxies
Proxies are being distributed to shareholders on or about November 12, 2024. Certain officers, directors, employees and agents of the Company may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Shares.
Voting Results
The final voting results will be tallied by the Company based on the information provided by Continental Stock Transfer & Trust Company or otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission (the “SEC”).
Availability of Proxy Materials
Copies of the proxy card, the notice of the Meeting and this proxy statement are available at the “Investors” portion of our website, https://www.alphatau.com/. The contents of that website are not incorporated by reference into this proxy statement.
Assistance in Voting your Shares
If you have questions about how to vote your Shares, you may contact Investor Relations at IR@AlphaTau.com.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of Shares beneficially owned by all persons known by us to beneficially own more than 5% of our Shares, as of the dates specified below, based on public filings or information provided to us by such shareholders. The percentage of shares beneficially owned is based on 70,102,974 Shares outstanding as of November 7, 2024.
| Name of Beneficial Owner | | Amount and
Nature of
Beneficial
Ownership | | | Percentage of
Outstanding
shares | |
| All 5% or Greater Shareholders Directors and Named Executive Officers | | | | | | |
| Uzi Sofer(1) | | | 13,069,609 | | | | 18.3 | % |
| Raphi Levy(2) | | | 1,208,662 | | | | 1.7 | % |
| Itzhak Kelson(3) | | | 1,537,893 | | | | 2.2 | % |
| Yona Keisari(4) | | | 649,204 | | | | * | |
| Robert Den(5) | | | 1,009,630 | | | | 1.4 | % |
| Amnon Gat(6) | | | 985,429 | | | | 1.4 | % |
| Ronen Segal(7) | | | 703,149 | | | | * | |
| Peter Melnyk(8) | | | 546,939 | | | | * | |
| Michael Avruch(9) | | | 1,792,141 | | | | 2.6 | % |
| Ruth Alon(10) | | | 129,421 | | | | * | |
| S. Morry Blumenfeld(11) | | | 321,633 | | | | * | |
| Meir Jakobsohn(12) | | | 3,089,544 | | | | 4.4 | % |
| Alan Adler(13) | | | 220,229 | | | | * | |
| David Milch(14) | | | 612,171 | | | | * | |
| All executive officers and directors as a group (14 persons) | | | 25,875,654 | | | | 33.6 | % |
| * | Less than one percent (1%) of our outstanding ordinary shares. |
| (1) | Consists of (i) 11,515,314 ordinary shares and (ii) 1,554,295 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (2) | Consists of 1,208,662 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (3) | Consists of (i) 725,365 ordinary shares held directly by Mr. Kelson, (ii) 603,151 ordinary shares held by Mr. Kelson’s domestic partner, and (iii) 209,377 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (4) | Consists of (i) 503,489 ordinary shares and (ii) 145,715 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (5) | Consists of 1,009,630 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (6) | Consists of (i) 68,475 ordinary shares and (ii) 916,954 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (7) | Consists of 703,149 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (8) | Consists of 546,939 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (9) | Consists of (i) 1,196,574 ordinary shares held directly by Mr. Avruch, (ii) 321,020 ordinary shares held by Mr. Avruch’s spouse, and (iii) 274,547 ordinary shares subject to RSUs or options granted to Mr. Avruch exercisable within 60 days of November 7, 2024. |
| (10) | Consists of 129,421 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (11) | Consists of (i) 47,086 ordinary shares, and (ii) 274,547 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (12) | Consists of (i) 2,731,997 ordinary shares held by Medison Biotech (1996) Ltd. (“Medison Biotech”), (ii) 8,000 ordinary shares held by Tzalir Pharma Ltd. (“Tzalir Pharma”), (iii) 75,000 ordinary shares held by Mr. Jakobsohn, and (iv) 274,547 ordinary shares subject to RSUs or options, which are exercisable within 60 days of November 7, 2024 granted to Mr. Jakobsohn. Mr. Jakobsohn is the majority controlling owner of Medison Pharma Group Ltd., which is the sole owner of Medison Biotech and as such has voting and investment discretion with respect to the ordinary shares and warrants held of record by the Medison Biotech and may be deemed to have beneficial ownership of the ordinary shares and warrants held directly by Medison Biotech. Mr. Jakobsohn is the majority controlling owner of Tzalir Pharma and may be deemed to have beneficial ownership of the ordinary shares held directly by Tzalir Pharma. |
| (13) | Consists of 220,229 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024. |
| (14) | Consists of (i) 129,421 ordinary shares subject to RSUs or options exercisable within 60 days of November 7, 2024 granted directly to Dr. Milch, (ii) 288,800 ordinary shares held by Healthcare Capital Sponsor LLC (the “Sponsor”) and (iii) 193,950 warrants to purchase ordinary shares held by the Sponsor, exercisable within 60 days of November 7, 2024. David M. Milch is the manager of the Sponsor, and as such has voting and investment discretion with respect to the ordinary shares and warrants held of record by the Sponsor and may be deemed to have beneficial ownership of the ordinary shares and warrants held directly by the Sponsor. However, Dr. Milch disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the annual compensation earned during fiscal year ended December 31, 2023 by our five (5) most highly compensated executive officers see Item 6.B. “Director, Senior Management and Employees - Compensation” of our Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the SEC on March 7, 2024 (the “Annual Report”), a copy of which is available on our website at https://www.alphatau.com/sec-filings.
CORPORATE GOVERNANCE
Overview
Alpha Tau is committed to effective corporate governance and independent oversight by our Board. Our programs and policies are informed by engagement with our shareholders as well as a guiding principle that the Board is accountable for representing the best interests of our shareholders, accomplished primarily through independence, diversity of experience and engagement with shareholders and other key constituents.
Our Articles provide that we may have no fewer than three (3) and no more than eleven (11) directors, as may be fixed from time to time by the Board. Upon the close of the Meeting, and subject to each of Michael Avruch’s and Uzi Sofer’s re-election, and Maya Netser’s election, as Class III directors at the Meeting, our Board will consist of seven (7) directors, including Alan Adler, S. Morry Blumenfeld, David Milch, Ruth Alon, Maya Netser, Michael Avruch and Uzi Sofer. Five (5) of our current non-executive directors, Alan Adler, S. Morry Blumenfeld, David Milch, Ruth Alon and Meir Jakobsohn, are independent under the Nasdaq corporate governance rules that require, among other things, that a majority of our directors be independent. Should Maya Netser be elected as a Class III director, our Board will consist of five (5) independent directors.
Our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board. At each annual general meeting of our shareholders, the term of office of only one class of directors expires. The election or re-election of such class of directors is for a term of office that expires as of the date of the third annual general meeting following such election or re-election. Each director holds office until the annual general meeting of our shareholders in which his or her term expires, unless he or she is removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our Articles.
Corporate Governance Practices
Below, we summarize the key governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders, including:
| What we do |
| ✔ | Emphasize pay-for-performance with annual incentive bonuses being subject to the attainment of objective pre-established performance measures | ✔ | Cap cash bonus payments and annual equity-based compensation |
| ✔ | Set annual incentive targets to our chief executive officer based on objective performance measures | ✔ | Regularly review the executive compensation and peer group data |
| ✔ | Maintain a majority independent Board | ✔ | Offer equity and cash compensation which we believe appropriately incentivizes our executive officers to deliver both short-term and long-term shareholder value |
| ✔ | Maintain entirely independent Board committees | | |
For more information regarding our Board, its committees and our corporate governance practices, see Item 6.C. “Directors, Senior Management and Employees—Board Practices” of our Annual Report.
PROPOSAL 1
RE-ELECTION AND ELECTION OF DIRECTORS
Background
Our Board currently has seven directors and is divided into three classes with staggered three-year terms as follows:
| | ● | the Class I directors are Alan Adler and S. Morry Blumenfeld, and their terms will expire at our annual general meeting of shareholders to be held in 2025; |
| | | |
| | ● | the Class II directors are David Milch and Ruth Alon, and their terms will expire at our annual general meeting of shareholders to be held in 2026; and |
| | | |
| | ● | the Class III directors are Michael Avruch, Meir Jakobsohn and Uzi Sofer, and their terms will expire at the Meeting. |
At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.
Meir Jakobsohn, who has served on the Board since 2016, will conclude his service as of the close of the Meeting, in accordance with his request to the Board not to be nominated for re-election due to his other commitments going forward. We express our gratitude to him for his contributions to the Board and our Company over the course of his years of Board service.
At the Meeting, shareholders will be asked to re-elect Michael Avruch and Uzi Sofer and to elect Maya Netser. Maya Netser qualifies as an independent director under the listing standards of the Nasdaq. Mr. Jakobsohn will conclude his service as a member of our compensation committee and our nominating and governance committee upon the close of the Meeting, and, if so elected, Ms. Netser will replace Mr. Jakobsohn as a member of each of our compensation committee and our nominating and governance committee.
If re-elected or elected, as applicable, at the Meeting, each of Mr. Avruch, Mr. Sofer and Ms. Netser will serve until the 2027 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles and the Companies Law.
In accordance with the Companies Law, each of, Mr. Avruch, Mr. Sofer and Ms. Netser has certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company, taking into account the size and special needs of the Company.
During 2023, each of the directors standing for re-election at the Meeting attended 100% of our Board meetings.
The nominating and governance committee of our Board recommended that each of Mr. Avruch, Mr. Sofer and Ms. Netser be re-elected or elected, as applicable, at the Meeting as a Class III director for a term to expire at the 2027 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles and the Companies Law. Our Board unanimously approved this recommendation.
Biographical information concerning Mr. Avruch, Mr. Sofer and Ms. Netser is set forth below:
Michael Avruch has served as a member of our board of directors since 2016. Mr. Avruch has served as chief executive officer, chief financial officer, and as a member of the board of directors of Sabor LTD (The Sabor Group Europe) since 1998 and Sabor Venture Capital Investments (VCI) LTD since 2017. Mr. Avruch has also served as chief executive officer and chief financial officer of Sabor Group USA since 2015. Mr. Avruch has experience in the real estate, services, and trade sectors in multiple countries in Europe and the USA. Mr. Avruch holds a B.A. in Management Accounting and Information Systems from the Jerusalem College of Technology and an MBA from Bar Ilan University. We believe Mr. Avruch’s financial and cross-border experience qualify him to serve on our board of directors.
Uzi Sofer has served as our Chief Executive Officer and as chairman of our board of directors since our founding in 2015. Prior to that, Mr. Sofer was the co-founder, Chief Executive Officer and director of Brainsway Ltd. (NASDAQ: BWAY), an Israeli medical device company, from 2003 until his retirement in 2014, and also served as its acting Chief Financial Officer from its inception until 2010. Mr. Sofer has served as Chief Executive Officer, Chief Financial Officer, and chairman of various private and public companies for the past two decades. From 2001 until 2010, Mr. Sofer served as both chairman of the board and Chief Financial Officer of Hofit Kibbutz Kinneret Ltd. (TASE: HOFI). From 2000 through 2002, he served as director and Chief Financial Officer of Magen David Taasiot Ltd. Mr. Sofer has a B.Sc. in Accounting and Information Systems from the Lev Institute (Jerusalem College of Technology). We believe that Mr. Sofer’s public company and industry experience qualify him to serve on our board of directors.
Maya Netser began her career as an attorney, eventually becoming head of the technology practice at one of Israel’s leading law firms. Since September 2018, Ms. Netser has served as the Chief Executive Officer of Cabaret Biotech Ltd., which develops cancer immunotherapy-based technology. Since July 2024, Ms. Netser has served on the board of directors of Aerodrome Group Ltd. (TASE: ARDM), where she is a member of the audit and compensation committees, and served on the board of directors of Voyager Labs from June 2018 to October 2019. From 2015 to 2019, Ms. Netser also served as the Chief Operating Officer of Voyager Labs. Ms. Netser earned both her LL.B and MBA from Tel Aviv University. We believe that Ms. Netser’s industry and operating experience qualify her to serve on our board of directors.
Proposal
The shareholders are being asked to re-elect each of Michael Avruch and Uzi Sofer, and to elect Maya Netser as Class III directors for a term to expire at the 2027 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles and the Companies Law.
It is proposed that the following resolution be adopted at the Meeting:
RESOLVED, to re-elect each of Michael Avruch and Uzi Sofer, and to elect Maya Netser, as Class III directors, to hold office until the close of the Company’s annual general meeting of shareholders in 2027, and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association and the Companies Law.
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board unanimously recommends a vote “FOR” the re-election of each of Michael Avruch and Uzi Sofer and for the election of Maya Netser as a Class III director for a term to expire at the 2027 Meeting.
PROPOSAL 2
RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION
Background
Our audit committee and Board have approved the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the year ending December 31, 2024, subject to the approval of our shareholders.
The following table sets forth the total compensation that was paid by the Company and its subsidiaries to the Company’s independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in each of the previous two fiscal years:
| | | 2022 | | | 2023 | |
| | | (in thousands) | |
| Audit Fees(1) | | $ | 240 | | | $ | 230 | |
| Audit Related Fees(2) | | | 200 | | | | 20 | |
| Tax Fees(3) | | | 100 | | | | 16 | |
| Total | | | 540 | | | | 266 | |
| (1) | “Audit fees” for the years ended December 31, 2023 and 2022 included fees for the audit of our annual financial statements. This category also includes services that the independent accountant generally provides, such as consents and assistance with and review of documents filed with the SEC. |
| (2) | “Audit-related fees” for the years ended December 31, 2023 and 2022 relate to services in connection with the Business Combination which we consummated on March 7, 2022 as well as review services associated with a base prospectus and prospectus supplement we filed in April 2023. |
| (3) | “Tax fees” for the years ended December 31, 2023 and 2022 were related to ongoing tax and grant-related advisory, tax compliance and tax planning services. |
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit services, audit-related services and tax services that may be performed by our independent accountants. Our audit committee pre-approved all the audit services and all of the non-audit services provided to us and to our subsidiaries since our pre-approval policy was adopted.
Proposal
The shareholders are being asked to approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
It is proposed that the following resolution be adopted at the Meeting:
RESOLVED, to approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board unanimously recommends a vote “FOR” the approval of the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2024, and until the Company’s next annual general meeting of shareholders.
DISCUSSION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
In addition to considering the foregoing agenda items at the Meeting, we will also be available to discuss our audited consolidated financial statements for the fiscal year ended December 31, 2023. A copy of the Annual Report, including the audited consolidated financial statements for the year ended December 31, 2023, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as on the “Investors” section of our Company’s website at https://www.alphatau.com.
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Company’s Articles, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, on such matters according to their best judgment in the interest of the Company.
ADDITIONAL INFORMATION
Our Annual Report and other filings with the SEC, including reports regarding the Company’s quarterly business and financial results, are available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the “Investors” section of the Company’s website at https://www.alphatau.com/. Shareholders may obtain a copy of these documents without charge at https://www.alphatau.com.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.
| By Order of the Board of Directors | |
| | |
| /s/ Uzi Sofer | |
Chairperson of the Board of Directors and
Chief Executive Officer | |
Dated: November 12, 2024
14
