Washington, D.C. 20549

 

Form 6-K

 

 

For the month of May, 2019

Commission File Number 000-28584

 

Check Point Software Technologies Ltd.

(Translation of Registrant’s name into English)

 

5 Ha’solelim Street
Tel Aviv, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

 

Form 20-F ☑ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_______
  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_______

 

 

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

5 Ha’solelim Street

Tel Aviv, Israel 6789717

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on June 19, 2019

 

 

To the Shareholders of

Check Point Software Technologies Ltd.:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Check Point Software Technologies Ltd. (“Check Point”) will be held on June 19, 2019 at 5:00 p.m. (Israel time), at Check Point's principal executive offices at 5 Ha’solelim Street, Tel Aviv, Israel 6789705 (the telephone number at that address is +972-3-753-4555).  The meeting will be held for the following purposes:

(1)

to elect six directors – the one-year terms of our six current directors who are not outside directors will expire at the meeting, and we are proposing to reelect these six directors;

 

(2)

to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for 2019 – Israeli law requires that we ask you, on an annual basis, to approve our auditors; when this proposal is raised, you will also be invited to discuss our 2018 consolidated financial statements;

 

(3)

as required by Israeli law, to approve the compensation for our Chief Executive Officer;

 

(4)

as required by Israeli law, to readopt our executive compensation policy; and

 

(5)

to amend our Employee Stock Purchase Plan.

You are entitled to vote at the meeting if you are a shareholder of record at the close of business on May 10, 2019.   You are also entitled to vote at the meeting if you hold our ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on May 10, 2019, or that appears in the participant listing of a securities depository on such date.

You can vote your shares by attending the meeting, by completing and signing a proxy card or by voting online as provided in the proxy card.  Proxy cards will be distributed to shareholders after May 16, 2019, together with a proxy statement which will include the full version of the proposed resolutions.

Each ordinary share is entitled to one vote upon each of the proposals to be presented at the meeting.  The affirmative vote of the holders of a majority of the voting power represented and voting on each of the proposals in person or by proxy is required to approve each of the proposals.

In addition, a special majority vote will be required for approval of proposals nos. 3 and 4.   In order for each of these two proposals to be approved either (i) the affirmative vote of the ordinary shares must include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, or (ii) the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against such proposal must not represent more than two percent of the outstanding ordinary shares.

Dated: May 3, 2019

SIGNATURES

 

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 organized.

 

Dated: May 3, 2019

 

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