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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ituran Location and Control Ltd | NASDAQ:ITRN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.85 | 24.40 | 28.80 | 0 | 09:00:00 |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
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Form 20-F ☒ Form 40-F ☐
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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):
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Yes ☐ No ☒
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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):
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Yes ☐ No ☒
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ITURAN LOCATION & CONTROL LTD.
(Registrant)
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Date: October 16, 2023
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By:
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/s/ Eyal Sheratzky | |
Name: Eyal Sheratzky | |||
Title: Co-Chief Executive Officer | |||
Exhibit No.
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Item
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99.3 | Proxy Card. |
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Truly yours,
Ze'ev Koren
Chairman of the Board of Directors
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1. |
To receive and discuss the audited Consolidated Financial Statements of the Company for the year ended December 31, 2022.
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2. |
To renew the appointment of the firm of Fahn Kanne & co. (a member firm of Grant Thornton International) as the Company’s independent auditors for the year ending December 31, 2023 and until the Company’s next annual general meeting.
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3. |
To elect the following persons to serve as directors in Class B for additional period until third succeeding Annual meeting thereafter: Nir Sheratzky, Yigal Shani and Yehuda Kahane.
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4. |
To re-elect Mr. Israel Baron, an external director of the Company, to office for an additional term of three years which will commence on December 21 ,2023.
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5. |
Approval of Claw Back Policy.
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Country of Principal Executive Offices
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Israel
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Foreign Private Issuer
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Yes
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Disclosure Prohibited under Home Country Law
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No
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Total Number of Directors
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12
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Part I: Gender Identity
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Directors
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1
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11
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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0
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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By order of the Board of Directors,
Guy Aharonov, Adv.
General Counsel
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2021
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2022
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|||||||
(in thousands, USD)
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||||||||
Audit Fees (1)
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573
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581 | ||||||
Tax Fees (2)
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7
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13 | ||||||
Total
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580
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594 |
(1)
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The audit fees for the years ended December 31, 2021 and 2022 were for professional services rendered
for the audits of our annual consolidated financial statements, review of consolidated quarterly financial statements and statutory audits of the Company.
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(2)
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Consists of all tax related services.
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A. |
On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010. The SEC originally proposed these rules in 2015 and reopened the comment period in October 2021 and again in June 2022.
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B. |
The New Exchange Act Rule 10D-1 require U.S. national stock exchanges, including the Nasdaq, to propose and adopt new listing standards that will require listed companies to adopt and comply with policies that provide for the recovery of
incentive-based compensation received by current or former executive officers based on any misstated financial reporting measure if the company is required to prepare an accounting restatement.
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C. |
Nasdaq has adopted such listing standards provided under Final Rules (the "Nasdaq Listing Rule"). Based on the aforementioned, the Company resolved to adopt this Recovery Policy to adhere to the Final Rules and the Nasdaq Listing Rule.
The Recovery Policy is attached as schedule to this Proxy Statement ("Recovery Policy"). Our compensation committee and our Board of directors approved the Recovery Policy.
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Sincerely yours,
Ituran Location and Control Ltd.
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1. |
Preamble
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1.1. |
Legal Framework:
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A. |
On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities
Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The SEC originally proposed these rules in 2015 and reopened the
comment period in October 2021 and again in June 2022.
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B. |
The New Exchange Act Rule 10D-1 require U.S. national stock exchanges, including the Nasdaq, to propose and adopt new listing standards that will require listed companies to adopt and comply with policies that provide for the recovery of
incentive-based compensation received by current or former executive officers based on any misstated financial reporting measure if the company is required to prepare an accounting restatement (the “Compensation Policy”).
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C. |
Nasdaq has adopted such listing standards on as provided under Rule (the "Nasdaq Listing Rule"). Based on the aforementioned, Ituran Location and Control Ltd. (the "Company")
is hereby resolves to adopt this Recovery Policy to adhere to the Final Rules and the Nasdaq Listing Rule.
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D. |
This Recovery Policy shall stand alone and also, if required by law, be part of the Company's Compensation Policy which was recently re adopted and resolved by the Shareholders General meeting on December 12, 2022 (the "Compensation Policy").
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1.2. |
Definitions:
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1) |
Bonuses paid from "bonus pool" the size of which is determined on satisfying a financial reporting measure performance goal.
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2) |
Other cash awards based on satisfaction of a financial reporting measure performance goal.
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3) |
Any securities of Company including options that are granted or become vested based wholly or in part on satisfying a financial reporting measure performance goal.
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4) |
Proceeds received upon the sale of shares acquired through an incentive plan that the Company granted or vested based wholly or in part on satisfying a financial reporting measure performance goal.
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1) |
Bonuses based on subjective standards or upon completion of a specified period of employment.
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2) |
Discretionary compensation, as long as not related wholly or in part on financial reporting measures.
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3) |
Non equity incentive plan awards earned solely upon satisfying strategic or operational measures or targets.
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4) |
Equity awards, if the grant is not based on achieving any financial reporting measure performance goal, or where vesting is based solely on completion of a specific period of employment period and/or achieving non-financial reporting
measures.
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2. |
Adoption of the Recovery Policy:
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A. |
This Recovery Policy has been approved and recommended by the Audit Committee, acting as the Compensation Committee (the “Committee”), and has been approved by the Board of Directors (the "Board") .
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B. |
The approval of this Recovery Policy by the Board is subject to the approval of the Company’s General Meeting of Shareholders (the "General Meeting")1.
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3. |
Applicability of the Compensation Policy:
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A. |
This Recovery Policy shall apply, as of the date it enters into effect (the "Adoption Date"), to the Company’s Executive Officers.
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B. |
This Recovery Policy shall apply to all incentive-based compensation received by the following person/s or in the following situations:
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1) |
After beginning service as an Executive Officer of the Company.
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2) |
Who served as an Executive Officer at any time during the performance period for that incentive-based compensation ,whether or not such Executive Officer is serving at the time the erroneously awarded
compensation is required to be repaid to Company.
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3) |
While the Company have a class of securities listed on a national securities exchange or a national securities association; and
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4) |
During the three completed fiscal years immediately preceding the Restatement Date ("Clawback Period").
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5) |
In addition to the Claw back Period , this Recovery Policy shall apply to any transition period (that results from a change in the Company's fiscal year) within or immediately following those three completed fiscal years. A transition
period between the last day of Company's previous fiscal year end and the first day of Company's new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year. Company's obligation to recover
erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
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4. |
Restatement:
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C. |
Company will recover reasonably promptly from the Executive Officers Covered the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously
issued financial statements, or that would result in a material misstatement if the error the Company corrected in the current period or left uncorrected in the current period (both events shall be called hereinafter: "Restatement").
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D. |
For purposes of determining the relevant recovery period, the date that the Company is required to prepare a Restatement is the earlier to occur of:
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1) |
The date Company's Board of Directors, a committee of the board of directors, or the officer or officers of Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare a Restatement; or
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2) |
The date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
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E. |
The amount of incentive-based compensation that must be subject to the issuer's recovery policy (“erroneously awarded compensation”) is the amount of incentive-based compensation received that
exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts and must be computed without regard to any taxes paid. Exact calculation of the erroneously awarded compensation will be decided based on the aforementioned formula and if required will exert to the SEC's publications, including ,inter alia, the Final Rule and SEC's observations and
comments therein.
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1) |
For incentive-based compensation based on stock price in any stock exchange or linked to any index (e.g., Russel 2000) or differences between the Company prices in stock exchange and any index (s) or any combination thereof, or total
shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
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The amount will be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the incentive-based compensation
was received .For that purpose The Company may by our Committee appoint an advisor or consultant to deliver an expert opinion on these aspects and the potential correlation between the Company and the erroneously
awarded compensation ,our restated financial statements and the relevant stock prices and/or index(s); and
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The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq.
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2) |
The Company shall recover erroneously awarded compensation in compliance with this recovery policy except to the extent that the conditions of this paragraph or (3) below of this section are met,
and our Audit Committee (comprised of independent directors, also responsible for executive compensation decisions), has made a determination that recovery would be impracticable.
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3) |
Company may decide not to pursue the recovery of erroneously awarded compensation in case the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be
recovered. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on expense of enforcement, the Company shall make a reasonable attempt to
recover such erroneously awarded compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
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4) |
The Committee shall have discretion to determine the appropriate means of receiving erroneously awarded compensation based on the particular facts and circumstances.
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5) |
To the extent that an Executive Officer fails to repay all erroneously awarded compensation to Company when due, Company will take all actions reasonable and appropriate to recover such amounts and
such Executive officer shall be required to reimburse Company also for such expenses (including legal fees).
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5. |
General:
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A. |
This Policy is subject to Israeli Laws and therefore in case there is a new legislation which may contradict this Policy, The Company shall then, after consultations with experts, take the required amendment(s) in order to settle such
contradiction (which does not exist as of the time of approving this Policy).
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B. |
The Company shall file all disclosures with regard to this Policy as required by applicable US Securities and Exchange Commission filings and rules.
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C. |
The Company shall approach its employees which may be included in the Executive Officers Covered and request their formal consent in writing to this Policy. Following approval of this Policy, new Executive Officers will be required upon
their appointment to such position to deliver their consent to the Policy.
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D. |
The Committee shall be responsible for implementing and exercising this Policy including its interpretation if such is required .The Committee is also authorized to make all required determinations necessary or advisable for the
administration and this Policy and for the Company's compliance with all applicable rules ,laws, regulations or interpretations thereof ,including by SEC or Nasdaq.
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E. |
The Company shall not indemnify, wholly or in part, directly or indirectly, its Executive Officers for incentive compensation recoverable pursuant to this Policy.
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F. |
This Policy substitute and replaces Section 11.3 of our Compensation Policy.
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Proposals – The Board of Directors recommends a vote FOR Proposals 1 - 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK
AS SHOWN HERE ☒
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FOR | AGAINST |
ABSTAIN |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES
LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.
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1.
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To appoint Fahn Kanne & co. as the Company’s independent auditors for the fiscal year 2023 and until the close of the next Shareholders' Annual General
Meeting.
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☐
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☐
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☐
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If this proxy is signed and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be
voted, it will be voted FOR Items 1, 2, 3 and 4.
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2. |
To elect the following persons to serve as directors in Class B for additional period until third succeeding Annual General meeting
thereafter.
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2.1. Yehuda Kahane
2.2. Nir Sheratzky
2.3. Yigal Shani
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☐
☐
☐
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☐
☐
☐
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☐
☐
☐
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Notes:
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||||||||
1. To be valid, this form of Proxy Card (together with all the required documents as set forth in the Proxy Statement) must be received not later than 48 hours prior to the time set for the meeting (or an
adjourned meeting, if such shall take place), and a failure to deposit so shall render the appointment invalid.
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3.
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To re-elect Mr. Israel Baron, an external director of the Company, to office for an additional term of three years, which will commence on
December 21, 2023.
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☐
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☐
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☐
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2. Any alterations to this form must be initialed.
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YES |
NO |
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3. Completion and return of this Form of Proxy Card will not prevent a member from attending and voting in person at the Meeting.
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3A.
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Are you a "controlling shareholder" of the Company or do you have "personal interest" in the appointment only due to your relations with the
"controlling shareholder"? *
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☐
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☐
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It is unlikely that you are a controlling shareholder or that you have a "personal interest" in the appointment only due to
your relations with the "controlling shareholder" and therefore you probably need to check "NO" in the box.
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||||||||
Note: Failure to complete Item 3A will render your vote INVALID and
your vote will not be counted with respect to the proposed resolution 3.
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||||||||
FOR |
AGAINST | ABSTAIN |
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4.
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To approve the Recovery Policy (Claw Back ) of the Company that was approved by the compensation committee and board of directors.
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☐
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☐
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☐
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4A. |
"personal interest" means a person's personal interest in an act or a transaction of a company, including the personal interest of his relative and of another body corporate in which he or his relative is an interested party, and exclusive of a personal interest that stems from the fact of holding shares in the company. | |||||||
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YES
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NO
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Do you have a “personal interest” in the approval of the Recovery Policy? *
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☐
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☐
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It is unlikely that you have a "personal interest" in the Recovery Policy unless you're an Executive Officer of Company or
family related.
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||||||||
Note: Failure to complete Item 4A will render your vote INVALID and
your vote will not be counted with respect to the proposed resolution 4.
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||||||||
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.
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☐ | |||||||
Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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1 Year Ituran Location and Cont... Chart |
1 Month Ituran Location and Cont... Chart |
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