We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wix com Ltd | NASDAQ:WIX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.62 | -0.50% | 122.26 | 99.02 | 149.07 | 123.35 | 120.78 | 122.37 | 926,808 | 05:00:10 |
Form 20-F ☒ Form 40-F ☐
|
(i) |
Notice and Proxy Statement with respect to the Company’s Annual General Meeting of the Shareholders describing proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other
details related to the meeting; and
|
(ii) |
a Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person.
|
Date: September 29, 2023
|
Wix.com Ltd.
By: /s/ Naama Kaenan
Name: Naama Kaenan
Title: General Counsel
|
Exhibit No.
|
Description
|
Re-election of Deirdre Bigley, Allon Bloch and Ferran Soriano as Class I directors, to
serve until the Company’s annual general meeting of shareholders in 2026, and until their respective successors are duly elected and qualified.
|
FOR
each director nominee
|
|
Approval of the compensation of the Company’s Chief Executive Officer, as required under
Israeli law.
|
FOR
|
|
Amendment of the compensation policy for the Company’s executives, as required under
Israeli law.
|
FOR
|
|
Ratification of the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a
member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2023 and until the 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.
|
FOR
|
Created
New revenue streams, including Partners, tailored Business Solutions and Payment solutions, on top of an already large and scaled business |
Expanded
Our product platform, by focusing on continuous innovation and development velocity |
Increased
Profitability through improved efficiency and a focus on operating excellence |
↑ 54%
increase in Total Registered Users
|
↑ 93%
increase in Total Revenue
|
↑ 85%
increase in Total Bookings
|
↑ 230%
increase in Business Solutions Revenue
|
↑ 329%
increase in Partners Revenue
|
↑ 342%
increase in Gross Payment Volume (GPV)
|
Our Perspective:
|
Our Strategy:
|
||
We believe that shareholder feedback is a key input to discussions by our Board of Directors (“Board”)
and its committees and helps inform our decision-making process. As such, we are committed to maintaining regular dialog with our shareholders
|
Members of our Board and management participate in discussions with shareholders to better understand their perspectives on capital management, dilution,
executive compensation and corporate governance
|
Management leads twice- yearly “listening tours” with major shareholders with the specific objective of hearing feedback about suggested areas of
improvement, business initiatives and investor communications
|
Quarterly earnings calls, investor meetings and roadshows, and investor and analyst days provide management’s view of the Company’s progress versus its
goals and give shareholders the opportunity to ask questions
|
The Company offered to engage with active institutional shareholders holding approximately
85%
of outstanding ordinary shares held by active institutional investors1
|
The Company engaged in discussions with active institutional shareholders holding approximately
82%
of outstanding ordinary shares held by active institutional investors1
|
Directors engaged in discussions with active institutional shareholders holding approximately
66%
of outstanding ordinary shares held by active institutional investors1
|
Shareholder Feedback
(“What We Heard”) |
Our Action
(“What We Did”)
|
Impact of Action
(“Why This is Important”)
|
Additional detail on Wix’s total addressable market (TAM) with the expansion of its market to professionals
|
Held Analyst and Investor Days in May 2022 and August 2023 in which we:
✓ Provided
insights into our market and growth of our TAM
✓ Presented an
overview of our Partners business and its financial characteristics
✓ Updated
investors on new products, including Wix Studio and AI-driven products
✓ Provided
additional financial data regarding the profitability of our Self Creators business and path to profitability for our Partners business
✓ Introduced
our first-ever three-year financial model outlook in 2022 and provided an update in 2023 (the “Three-Year Plan”)
✓ Outlined our
plan for achieving various profitability targets and “Rule of 40“ by 2025
|
✓ Validates
our rationale for investment into a larger TAM
✓ Establishes
annual targets by which investors can measure our success
✓ Creates
clear financial goals for management
✓ Anticipated
to increase sustainable free cash flow for the long term
|
Clarification of the investments in the Partners business
|
||
Sharing of near-term and mid-term financial targets
|
||
Plans to increase and sustain profitability
|
||
Clear plans for capital allocation
|
✓ Completed
two share repurchase programs from 2021-2023 totaling $500 million
✓ In July
2023, the Board authorized a new share repurchase program of 50% of projected free cash flow (excluding HQ costs) through 2025 (program remains subject to court approval and other disclosed considerations)
|
✓ Establishes
a clear plan for use of excess cash
✓ Reflects our
confidence in our ability to generate sustainable free cash flow
|
Commitment to managing overall dilution of shareholders
|
✓ Expanded
transition away from options in favor of restricted share units (“RSUs”) for broader employee base
✓ Implemented
net exercise mechanism for eligible options
✓ Canceled a
large portion of our unallocated equity pool
✓ Executed
shareholder approved value-neutral option exchange program which caused the cancellation of 388,934 options.
|
✓ Effectively
manages shareholder dilution while maintaining retention and building employee ownership
|
Alignment of proposed Chief Executive Officer (“CEO”) compensation with business strategy and emphasis on performance-based equity
|
✓ 75% of
long-term incentive (“LTI”) awards denominated in performance share units (“PSUs”) aligned with publicly disclosed
Three-Year Plan and 25% in stock options (previously 100% options)
✓ 100% of LTI
remains ‘at-risk’
|
✓ Aligns
interests of CEO with those of longer-term shareholders
✓ Equity
payouts align with incremental shareholder value creation
|
✓ Pay for performance culture
|
✓ Focus on long-term value creation
|
✓ Align compensation with shareholders’ interests
|
✓ Benchmark against the most appropriate peers
|
✓ Balance employee retention incentives while mitigating dilution
|
✓ Retain high-caliber executives
|
These compensation philosophy objectives are founded in our commitment to:
➔ Appropriately incentivize, reward and retain highly qualified executives
➔ Ensure that the
interests of the executives are closely aligned with the interests of Wix’s long-term shareholders and emphasize equity-based pay and long-term incentives, so that executives have an interest in Wix’s sustained growth and success
➔ Motivate executives to achieve results with integrity and fairness, without encouraging excessive risk taking
➔ Support a
performance culture that is based on merit, and differentiates and rewards excellent performance, both in the short and long term, while recognizing Wix’s company values
➔ Balance rewards for both short and long term results to ensure sustained business performance over time
|
Action
|
Detail
|
Impact
|
Transition from stock options to RSUs
|
✓ Since 2015,
the Company began transitioning away from granting mostly options to granting mostly RSUs/PSUs
✓ Since 2022,
non-management leadership began to receive only RSUs
|
✓ RSUs require
fewer ordinary shares than options yet provide retentive value and build employee ownership
|
Net Exercise mechanism
|
✓ Since June
2018, the Company issues ordinary shares reflecting only the gain from eligible option exercises – rather than the full amount of ordinary shares
✓ More
importantly, the unissued ordinary shares are canceled and not returned to the equity pool
|
✓ Net exercise
limits dilution to only gains upon exercise
✓ No liberal
share recycling – unissued ordinary shares are not reissued
✓ As of
September 27, 2023, 24.32% of eligible exercised options were canceled
|
Cancellation
of unallocated equity pool |
✓ In June
2019, we canceled 1.59 million ordinary shares from our unallocated equity pool
✓ In October
2022, we canceled an additional 3.43 million ordinary shares
✓ In September
2023, we canceled an additional 1.66 million ordinary shares
|
✓ Reduced
Simple Dilution2 by ~2.1% in June 2019
✓ Reduced
Simple Dilution by ~4.3% in October 2022
✓ Reduced
Simple Dilution by ~2.2% in September 2023
|
Value-neutral Option Exchange Program
|
✓ In December
2022, shareholders approved an option exchange program for non-director and non-executive employees which resulted in the immediate cancelation of 388,934 options
|
✓ Reduced
Simple Dilution by 0.53% upon exchange due to the option cancellations
✓ Reinstate
effectiveness of intended incentive and retentive value of awards to retain top talent
|
2 |
Governance Principles
|
Corporate Governance Practice
|
Accountability to Shareholders
|
✓ Our ordinary shares are our only class of stock, with one vote per share
|
✓ Our directors are elected by majority of shares voted
|
|
Board Independence
|
✓ Our corporate governance practices are overseen by our Board, which currently comprises nine members
|
✓ Eight of our nine current directors qualify as independent directors under the independence requirements of
the Nasdaq Stock Market LLC (“Nasdaq”)
|
|
✓ Our Board is led by an independent chair of the Board (“Chair”) and a lead independent director (“Lead Independent Director”)
|
|
✓ Our independent directors regularly meet in executive sessions
|
|
✓ All of our three standing Board committees - Audit, Compensation and Nominating and Corporate Governance
Committee (“NCG”) - are 100% independent
|
|
Board Composition
|
✓ 22% of our Board members are women
|
✓ Our Board and NCG annually assess the attributes, experience and diversity of our directors - providing us
with a diverse range of perspectives
|
|
✓ 50% of our independent directors have been appointed within the last three years, each adding a fresh
perspective and unique experience and expertise to the Board
|
|
Board Policies and Practices
|
✓ Our Board and each of its committees meet regularly throughout the year on a set schedule and hold special
meetings as needed
|
✓ Our Board and each of its committees conduct annual self-evaluations, as well as a review of the charters
for each Board committee
|
|
✓ Our Board holds regular sessions without management present which are led by the Board Chair and the Lead
Independent Director
|
|
✓ Our NCG oversees risks associated with overall governance and ESG
|
|
✓ Our Compensation Committee oversees our executive compensation practices and evaluates the performance of
our executive team, including our CEO on an annual basis
|
|
✓ Our Audit Committee oversees cybersecurity risk
|
|
Risk Mitigation and Alignment of Interests
|
✓ We have robust share ownership guidelines for executive officers and directors
|
✓ We have adopted a forfeiture and clawback policy that applies to equity incentives with a three-year
lookback period
|
|
✓ Our directors and executive officers are limited in pledging or hedging or other transactions designed to
hedge or offset any decrease in the market value of our ordinary shares. Short sales of our securities by directors and officers are prohibited.
|
Today, compounding growth from
our Partners business continues to layer in high-growth revenue on top of our stable and durable Self Creator business. This compounding
growth is driven by Partners purchasing higher priced subscription packages, building more sites, attaching more Business Solutions applications and generating greater GPV compared to Self Creators.
|
|
3 |
The actual timing, number and value of securities repurchased depend on a number of factors, including the market price of the
Company’s ordinary shares, general market and economic conditions, court approval, the Company’s financial results and
liquidity, and other corporate considerations.
|
✓ |
presiding at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors;
|
✓ |
serving as liaison between the Board Chair and the Independent Directors;
|
✓ |
approving information sent to the Board;
|
✓ |
approving meeting agendas for the Board;
|
✓ |
approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
|
✓ |
presiding over any portions of meetings of the Board at which the evaluation or compensation of the CEO is presented or discussed;
|
✓ |
presiding over any portions of meetings of the Board at which the performance of the Board is presented or discussed;
|
✓ |
having the authority to call meetings of the independent directors;
|
✓ |
if requested by major shareholders, ensuring that he is available for consultation and direct communication; and
|
✓ |
performing such other duties as the Board may from time-to-time delegate to assist the Board in the fulfillment of its duties.
|
Committees
|
Risk Oversight Areas of Focus
|
Audit Committee
|
✓ Overall
risk assessment and strategy for managing enterprise risk
✓ Accounting
and financial reporting process and audits of financial statements
✓ Strategy
for foreign currency hedging
✓ Cybersecurity,
including product and information security
|
Compensation Committee
|
✓ Compensation
policies and practices related to our directors, CEO, executives, and employees
✓ Our
human capital management and diversity, equity and inclusion strategy
|
NCG
|
✓ Our
strategy, programs, and public disclosure regarding environmental, social and governance issues.
|
Underpinning our Company’s strategy is the belief that the internet is meant to be safe and accessible to all.
Therefore, our platform is here to make a difference, to create a better world for everyone and to provide opportunities for any type of user or business, regardless of their size, age, economic status, skill level, location, vision or any
other factor.
To achieve this, we aim to create a culture in which any person can be successful, is treated equally and fairly
and is a partner in the success of the Company, sharing in the responsibility of building and improving it, while being attentive to and supporting one another.
This belief is organized around our three pillars: OUR
USERS, OUR PEOPLE and OUR COMPANY.
|
✓ |
ESG program oversight by the NCG
|
✓ |
Cybersecurity risk oversight by Audit Committee
|
✓ |
Annual ESG reporting using SASB’s Internet Media and Services Standard
|
✓ |
ESG reports published for the years 2021 and 2022, which can be found at https://investors.wix.com/esg. Neither the ESG reports
nor the contents of our website are incorporated by reference into this proxy statement.
|
OUR USERS
|
|
Web Accessibility:
|
Significant investment in product accessibility to ensure an accessible platform for our users, regardless of their abilities,
including a dedicated Web Accessibility team
|
Data Privacy:
|
→ A Privacy Policy addressing leading data protection regulations and guidelines, including the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR)
→ Dedicated Wix Privacy Team monitors privacy aspects across all stages of Wix’s products and services
→ User-focused education and tools help our users adhere to local privacy standards for their own website visitors
→ System and Organization Controls (SOC) 2 Type 2 Certification achieved in February 2022, an internal controls report capturing how a company manages and safeguards customer data
|
Cybersecurity:
|
→ Ongoing monitoring and reinforcement of Wix’s cybersecurity framework, led by Wix’s internal security team, including facilitation and development of robust procedures, processes and controls
→ Designed with reference to leading security frameworks and standards, compliance protocols and certificates, such as PCI DSS (Level 1), ISO 27001 and ISO 27018
→ Added a digital safe zone for users, the Butterfly Button, on the Wix App Market, connecting domestic violence (DV) victims with a DV expert
→ Process to report unsafe and illegal user content, when alerted to its existence, to legal enforcement agencies
|
OUR PEOPLE
|
|
Recruitment and Retention:
|
→ Regional mentorship and internship programs for university students looking to become software engineers, UX designers, business analysts and writers with the prospect of a full-time position
→ Equity awards granted to all full-time employees, as part of a competitive compensation and benefits program
→ Internal career development tools and mentorship programs focused on ongoing education, leadership and internal career mobility
→ Evacuated 200+ team members and their families from Ukraine to Turkey and Poland in February 2022 (immediately prior to Russia’s invasion of Ukraine), while continuing to provide ongoing support
|
Diversity, Equity and Inclusion (DEI):
|
→ Wix’s Code of Conduct includes a zero-tolerance policy towards discrimination and harassment
→ U.S. DEI Program led by the DEI Collective, comprised of employees and business leaders, with the goal of building a more diverse, equitable and inclusive Wix community
→ Support for employee resource groups (ERGs), including Rainbow, which is focused on the LGBTQ+ community, and sKinTech, which is focused on the intersection of identity through the lens of cultural, racial, and ethnic backgrounds
→ Leadership forums for Women in Tech and Women in Leadership to provide empowerment and support
→ As of December 31, 2022, approximately:
- 48% of employees are women
- 37% of senior
leadership (director level and above representing 182 employees) are women
- 31% of technical professionals are women
- Over 47% of
U.S. employees self-identify as racially/ethnically diverse
→ With oversight by the Compensation Committee, we analyzed compensation equality to identify and address gender-related gaps with the goal of equitable pay for all of our employees
|
Community Engagement:
|
→ Outreach programs focused on exposing youth in our communities to computer science and helping individuals looking to enrich their professional skill set
|
OUR COMPANY
|
|
Environmental:
|
→ LEED GOLD certification of the new Tel Aviv headquarters and campus buildings and consideration of best practices for sustainability and LEED standards, including daylight optimization, energy-efficient lighting, green roofs, leak
detection systems, recycling, composting and mass transportation options for ongoing development of our entire campus
→ Consolidated data centers across the U.S. to a focused set of centers in Oregon, thereby helping to reduce our 2023 carbon emissions footprint
→ Reduced our 2022 carbon emissions footprint associated with Amazon Web Services (AWS) by optimizing AWS usage
|
Our Perspective:
|
Our Strategy:
|
||
We believe that shareholder feedback is a key input to Board and Committee discussions and helps inform our decision-making process. As such, we are
committed to maintaining regular dialog with our shareholders
|
Members of our Board and management participate in discussions with shareholders to better understand their perspectives on capital management, dilution,
executive compensation and corporate governance
|
Management leads twice- yearly “listening tours” with top shareholders with the specific objective of hearing feedback about suggested areas of
improvement, business initiatives and investor communications
|
Quarterly earnings calls, investor conference meetings and roadshows, and investor and analyst days provide management’s view of the Company’s progress
versus its goals and give shareholders the opportunity to ask questions
|
The Company offered engagement with active institutional shareholders holding approximately
85%
of outstanding shares held by active institutional investors4
|
The Company engaged in discussions with active institutional shareholders holding approximately
82%
of outstanding shares held by active institutional investors4
|
Directors engaged in discussions with active institutional shareholders holding approximately
66%
of outstanding shares held by active institutional investors4
|
(A) |
Allocated Equity = 7,596,592 allocated but unexercised options and unvested RSUs/PSUs
|
(B) |
Unallocated Equity =71,423 ordinary shares available for grant under existing plan(s)
|
(C) |
Net Exercise Adjustments = 959,036 options presumed to be canceled due to net exercise6
|
(D) |
Treasury Shares = 4,532,215
|
(E) |
Total Shares Outstanding = 57,161,088
|
6 |
Net exercise is applied using the closing share price of $88.67 on September 27, 2023.
|
Simple Dilution (as calculated by proxy advisors)
|
11.83%
|
(Less) Reduction due to Net Exercise of Options
|
(1.33)%
|
(Less) Reduction due to Neutralizing Share Repurchases
|
(0.69)%
|
= Dilution
|
9.81%
|
Action
|
Detail
|
Impact
|
Transition equity compensation away from options to RSUs and PSUs
|
Since 2015, we have gradually shifted from granting only options to all of our employees to granting only RSUs to most of our
employees
In 2022, we began granting only RSUs to non-executive directors and non-management leadership groups that historically received a mix of options and RSUs In 2023, we began granting a mix of PSUs and RSUs to our management team, which historically received a mix of options and RSUs Per Proposal No. 2 below, subject to shareholder approval, we propose to grant our CEO an equity compensation package comprised primarily of PSUs (75%) instead of entirely options, as was approved in the prior CEO compensation plan |
RSUs require fewer ordinary shares than options (which are typically granted at a ratio of 2-3 options per 1 RSU), while still
providing retentive value and building employee ownership
Since the beginning of 2023, RSUs and PSUs comprise 100% of the equity awards granted to all employees and non-executive directors - only 25% of the proposed equity award of our CEO is comprised of options |
Adoption of Net Exercise of Options
|
Since June 2018, the Company only issues ordinary shares reflecting the gain from eligible option exercises – rather than the full
amount of ordinary shares
More importantly, the unissued ordinary shares are canceled and not returned to the equity pool |
Net exercise limits dilution by canceling a portion of the ordinary shares underlying eligible option exercises
|
Cancellation of Unallocated Equity Pool
|
We canceled large portions of our unallocated equity pool:
In June 2019, we canceled 1.6 million ordinary shares
In October 2022, we canceled an additional 3.4 million ordinary shares In September 2023, we canceled an additional 1.7 million ordinary shares |
Simple Dilution reductions as a % of total share capital were as follows (measured as of the date of unallocated equity cancelation):
June 2019: ~2.1% October 2022: ~4.3% September 2023: ~2.2% |
Implementation of value-neutral Options Exchange Program
|
In December 2022, shareholders approved an option exchange program for 79 non-director and non-executive employees
Under this plan, these select employees were given the opportunity to exchange their significantly out-of-the-money options with either a smaller number of options with revised exercise prices or a smaller number of RSUs |
Simple Dilution immediate reduction of 0.53% on the exchange program effective date
Improved the effectiveness of intended incentive and retentive value of awards to retain top talent |
Name of Beneficial Owner
|
Number of Ordinary Shares
Beneficially Owned (1)
|
Percentage of Ownership (2)
|
All executive officers and directors
as a group (14 persons) (3) |
4,272,417
|
7.18%
|
Principal Shareholders
|
||
Baillie Gifford & Co (4)
|
8,046,560
|
14.1%
|
Starboard Value LP (5)
|
3,735,000
|
6.5%
|
(1) |
Beneficial ownership is determined in accordance with SEC rules. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares
voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Accordingly, ordinary shares subject to options currently exercisable or exercisable within 60 days of the date of this table and RSUs that are subject to vesting conditions expected to occur within 60 days of the
date of this table, are deemed to be beneficially owned. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all
ordinary shares shown as beneficially owned by them.
|
(2) |
The percentages shown are based on 57,147,042 ordinary shares outstanding as of September 15, 2023. Ordinary shares subject to options
currently exercisable or exercisable within 60 days of the date of this table and RSUs that are subject to vesting conditions expected to occur within 60 days of the date of this table, are deemed outstanding for computing the percentage of
the person holding such securities but are not deemed outstanding for computing the percentage of any other person.
|
(3) |
Consists of (i) 1,920,305 ordinary shares directly or
beneficially owned by Wix’s directors and executive officers, (ii) 2,335,452 ordinary shares underlying options beneficially
owned by Wix’s directors and executive officers that are currently exercisable or exercisable within 60 days of the date of this table and (iii) 16,660 ordinary shares underlying RSUs beneficially owned
by Wix’s directors and executive officers that are subject to vesting conditions expected to occur within 60 days of the date of this table.
|
(4) |
This information is based upon a Schedule 13G/A filed by Baillie Gifford & Co, or BGC, with the SEC on January 25, 2023. The
address of BGC is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK. Pursuant to the Schedule 13G/A, BGC has sole voting power over 5,978,169 ordinary shares and sole dispositive power over 8,046,560 ordinary shares.
Securities reported on the Schedule 13G/A are beneficially owned by BGC and are held by BGC and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory
clients, which may include investment companies, employee benefit plans, pension funds or other institutional clients. Securities representing more than 5% of the class are held on behalf of Vanguard International Growth Fund, a U.S.
registered investment company sub-advised by Baillie Gifford Overseas Limited.
|
(5) |
This information is based upon a Schedule 13D/A filed by Starboard Value LP with the SEC on June 20, 2023. According to this Schedule 13D/A, Starboard Value LP, as the
investment manager of Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd (“Starboard X Master”),
Starboard Value GP LLC, Starboard Principal CO LP, Starboard Principal CO GP LP and a certain managed account (the “Starboard Value LP Account”), may be deemed the beneficial owner
of (i) 2,270,054 ordinary shares owned by Starboard V&O Fund, (ii) 264,969 ordinary shares owned by Starboard S LLC, (iii) 195,412 ordinary shares owned by Starboard C LP, (iv) 109,399 ordinary shares owned by Starboard L Master, (v)
503,459 ordinary shares owned by Starboard X Master and (vi) 391,707 ordinary shares held in the Starboard Value LP Account. Jeffrey C. Smith and Peter A. Feld, as members of the management committee of the general partner of Starboard Value
LP, may each be deemed to share beneficial ownership of the securities beneficially owned by Starboard Value LP. The address of each of the entities listed in this footnote and of Jeffrey C. Smith and Peter A. Feld is 777 Third Avenue, 18th
Floor, New York, New York 10017.
|
✓ |
The Class I directors are Deirdre Bigley, Allon Bloch and Ferran Soriano, and their terms expire at this Meeting;
|
✓ |
The Class II directors are Francesco de Mojana, Ron Gutler and Gavin Patterson, and their terms expire at our annual general meeting of shareholders to be held in 2024; and
|
✓ |
The Class III directors are Avishai Abrahami, Diane Greene and Mark Tluszcz, and their terms expire at our annual general meeting of shareholders to be held in 2025.
|
Deirdre Bigley
Independent Director
Age: 59
Director Since 2017
Board Committees:
Audit Committee
Compensation Committee
NCG Committee
|
Qualifications and Expertise Provided to the Board
Ms. Bigley has over three decades of senior leadership experience in global marketing and branding in large, complex organizations.
Her expertise strengthens the Board’s oversight of the Company’s business strategy, particularly as it pertains to its marketing and branding of new products to a global audience.
|
Experience
Bloomberg, L.P.
✓ Chief Marketing Officer (2014 – 2021)
✓ Head of Marketing Communications (2009 – 2014)
IBM
Positions of increasing responsibility over her 13-year tenure (2002 – 2009), including
✓ Vice President of Worldwide Brand (2008 – 2009)
✓ Vice President of Worldwide Advertising and Interactive (2003 – 2008)
Outside Boards
Public Companies
✓ Director, Taboola.com Ltd. (2021 – Present), a technology platform company that powers recommendations for the open web
✓ Director, Sportradar Group AG (2021 – Present), a global provider of sports betting and sports entertainment products and services
✓ Director, Shutterstock, Inc. (2016 – Present), a global provider of commercial imagery and music
Education
B.A. in English Literature, West Chester University
|
Allon Bloch
Independent Director
Age: 53
Director Since 2016
|
Qualifications and Expertise Provided to the Board
For over twenty years, Mr. Bloch has held executive and advisory roles at high-growth technology companies. He has been a co-founder
of multiple disruptive start-ups, having successfully led them through critical phases of product and market development. He brings valuable expertise and perspective to the Board as Wix’s business strategy is focused on disruptive
product-led growth.
|
Experience K Health Inc.
✓ Co-Founder and Chief Executive Officer (2016 – Present) of digital health company
Vroom Inc.
✓ Co-Founder and Chief Executive Officer (2014 – 2016) of this leading online U.S. car retailer
Dolphin Software Ltd. (dba mySupermarket)
✓ Chief Executive Officer (2010 – 2014), of this private online grocery shopping company
Wix.com Ltd.
✓ President, Co-Chief Executive Officer (2008 – 2010)
✓ Director (2008 – 2013), member of audit committee (2018 – 2023)
Greylock Partners
✓ Advisor (2012 – 2015) to Israel and Europe Fund, of this venture capital firm focused on technology start-ups
Jerusalem Venture Partners
✓ Principal and General Partner (2000 – 2007), of this early-stage venture capital firm based in Israel
Outside Boards
Private Companies
✓ Director, K Health Inc. (2016 – Present)
✓ Director, Genoox (2016 – 2019), a genomic data management platform
Education
B.Sc. in Biology, Tel-Aviv University
M.B.A., Columbia University Business School
|
Ferran Soriano
Independent Director
Age: 56
Director Since 2020
|
Qualifications and Expertise Provided to the Board
Over his career Mr. Soriano has transformed small organizations into global commercial successes. In the five years under his
leadership, FC Barcelona more than doubled its sales, returned to profitability and signed a landmark charity deal with UNICEF. Similarly, when he joined CFG, he began with one football club, Manchester City F.C., and over his tenure, has
expanded into total or partial ownership of 13 football clubs all over the world. His experience strengthens the Board’s oversight of management and its ability to drive profitable global growth.
|
Experience
City Football Group (CFG)
✓ Chief Executive Officer (2012 – Present), of a global leading private owner and operator of football clubs, with total or partial ownership of 13 clubs in major cities across the world
FC Barcelona
✓ Vice Chairman and Chief Executive Officer (2003 – 2008)
Cluster Consulting (a/k/a DiamondCluster)
✓ Co-founder,
Partner (1994-2003), of the management consulting firm
Outside Boards
Private Companies
✓ Board Chair, Spanair (2009 – 2012)
Education
B.B.A, M.B.A., ESADE (Barcelona), with related studies at Rensselaer Polytechnic Institute (New York) and Université Catholique de
Louvain (Belgium)
|
Ron Gutler
Lead Independent Director
Age: 65
Director Since 2013
Board Committees: Audit Committee - Chair
Compensation Committee - Chair
NCG Committee - Chair
|
Qualifications and Expertise Provided to the Board
Mr. Gutler has significant capital markets expertise and board experience across fast-growing technology companies. He brings to the
Board a deep understanding of financial and accounting matters, as well as risk management expertise and contributes seasoned leadership to the Board and its Committees.
|
Experience
Blue Border Partners
✓ Co-founder, (2000 – 2002), of the Blue Border Horizon Fund, a global macro fund
Bankers Trust Company (currently part of Deutsche Bank)
✓ Partner, Managing Director (1987 – 1999), where he established and led the Israeli office and headed the Global Emerging Markets Trading and Sales
Outside Boards
Public Companies
✓ Director, WalkMe Ltd. (2020 – Present), a software company offering a Digital Adoption Platform
✓ Director, Fiverr International Ltd. (2019 – Present), a global online marketplace for freelance services
✓ Director, CyberArk Software Ltd. (2014 – Present), an identity security company
✓ Board Chair, NICE Systems Ltd. (2002 – 2013), a global company specializing in contact center software, artificial intelligence and digital and workforce engagement management solutions
Private Companies
✓ Board Chair, G.J.E. 121 Promoting Investment Ltd. (2000 – 2011), a real estate company
Education
B.A. in Economics and International Relations and M.B.A., Hebrew University in Jerusalem
|
Francesco de Mojana
Independent Director
Age: 54
Director Since March 2023
Board Committees: Audit Committee
|
Qualifications and Expertise Provided to the Board
Mr. de Mojana brings over 25 years of experience as both an entrepreneur in the software technology space and investor responsible
for numerous private equity investments. With a strong track record of successfully implementing operating efficiencies that drove margin expansion and profitability, he brings a valuable skill set to the Board as the Company focuses on
balancing growth with sustained profitability.
|
Experience
Buono Ventures
✓ Founder, Chief Executive Officer (2019 – Present), of the Italian-based venture capital firm
Permira
✓ Partner (2004 – 2018) of this global private equity firm
Eloft
✓ Co-founder, Chief Operating Officer (2000 – 2002) of this software knowledge management solution company later sold to Telefonica Group
McKinsey & Company
✓ Management consultant (1997 – 2000)
Education
B.A. in International Economics, Università Bocconi (Milan)
M.B.A., Columbia University Business School
|
Gavin Patterson
Independent Director
Age: 56
Director Since March 2023
Board Committees:
Compensation Committee
|
Qualifications and Expertise Provided to the Board
Mr. Patterson has decades of extensive operating experience across software, media, telecommunications and technology. He has a
proven track record of expanding and scaling up business both in leadership roles at Salesforce and at BT Group, where he led the rollout of the UK’s national fiber network, led the £15 billion acquisition of the UK’s biggest mobile provider,
EE, launched the sports broadcasting channel, BT Sport, and expanded BT’s cyber security practice. His vast experience will help to oversee and guide the management team as the Company continues to grow.
|
Experience
Salesforce.com
✓ President and Chief Strategy Officer (Aug 2022 – Jan 2023)
✓ President and Chief Revenue Officer (2020 – 2022)
✓ Chairman Europe, Middle East and Africa (2019 – 2020)
BT Group plc
✓ Group Chief Executive (2013 – 2019), of one of the UK’s largest telecommunications and network providers
✓ Executive Director, BT Retail CEO (2008 – 2013)
✓ Group Managing Director, Consumer and Chief Marketing Officer (2004 – 2008)
Outside Boards
Public Companies
✓ Board Chair, Elixirr Consulting (2019 – Present), an AIM-listed business consulting firm
✓ Director, BT Group plc (2013-2019)
Private Companies
✓ Director, Mobileum (2022 – Present), a leading provider of analytics solutions for the telecom industry
✓ Director, Fractal Analytics (2019 – Present), a provider of artificial intelligence and advanced analytics
Other
✓ Chair, Business in the Community (2020 – Present), a UK non-profit
✓ Member, Governing Council of The London School of Economics
Education
MEng in Chemical Engineering, Cambridge University
|
Mark Tluszcz
Independent Board Chair
Age: 57
Director Since 2010
|
Qualifications and Expertise Provided to the Board
Mr. Tluszcz has more than 20 years of experience in the stewardship of successful early-stage investments in the technology sector,
such as Skype and Wix. He provides the Board with the expertise to help ensure capital is allocated to areas of the business with the highest growth and profit potential, and that Wix maintains the talent and culture necessary to create and
scale innovative technology solutions.
|
Experience
Mangrove Capital Partners
✓ Co-founder and CEO (2000 – Present) of a venture capital firm focused on early-stage investments in technology companies
Outside Boards
Private Companies
✓ Director, JobToday S.A. (2015 – Present)
✓ Director & Board Chair, K Health Inc. (2017 – Present)
✓ Director, TBOL Limited (2017 – Present)
✓ Director, Red Points Solutions, S.L. (2019 – Present)
Other
✓ Named to the Forbes Midas List in 2007, 2008 and 2009 as one of the top 100 global deal makers in technology
✓ Named by PaperJam Magazine as one of the 100 most influential persons in Luxembourg in 2012, 2014 and 2022
Education
B.A. with honors, Eckerd College
|
Avishai Abrahami
Co-founder, CEO and Director
Age: 52
Director Since 2006
|
Qualifications and Expertise Provided to the Board
As co-founder of Wix, Mr. Abrahami has significant institutional knowledge of its operations over his 17 years as a Chief Executive
Officer. In addition, he has co-founded other software companies, where he has developed, scaled and brought innovative solutions to market. His broad experience helps the Board provide effective oversight of the Company’s business strategy
in a fast-evolving software market.
|
Experience
Wix.com Ltd.
✓ Co-founder, Chief Executive Officer (2006 – Present)
✓ Co-Chief Executive Officer (2006 – 2010)
✓ Board Chair (2013 – 2016), Honorary Chair (2016)
Arel Communications & Software Ltd.
✓ VP of Strategic Alliances (2004 – 2006) of a private Israeli communication technology company
Sphera Corporation
✓ Co-founder, Chief Technology Officer (1998 – 2000) of a private company that develops software for managing data centers
✓ VP of Product Marketing (2000 – 2003)
AIT Ltd.
✓ Co-founder, Chief Technology Officer (1993 – until its sale in 1997) of a private Israeli software company
Outside Boards
Public Companies
✓ Director, Monday.com Ltd. (2012 – Present), a work management and productivity app
✓ Director, SodaStream International Ltd. (2016 – until its sale to PepsiCo Inc. in 2017)
Other
✓ Israeli Defense Forces’ elite computer intelligence unit (1990 – 1992)
|
Diane B. Greene
Independent Director
Age: 68
Director Since 2020
|
Qualifications and Expertise Provided to the Board
Ms. Greene is among the most prominent entrepreneurs in the development of cloud computing, an experienced leader in the enterprise
software industry, a distinguished technologist and proven board member of large and complex technology companies. Her broad experience helps the Board oversee the Company’s management, business strategy, and capital allocation.
|
Experience
Google LLC
✓ SVP, Chief Executive Officer for Google Cloud (2015 – 2019)
VMware, Inc.
✓ Co-founder, Chief Executive Officer, President (1998 – 2008), through the 2007 IPO of the cloud computing and virtualization software company
EMC Corporation
✓ Executive Vice President (2005 – 2008) of the provider of information infrastructure and virtual infrastructure technologies, solutions and services
VXtreme
✓ Co-founder, Chief Executive Officer (1995 – 1997), until the sale to Microsoft of the video streaming software company
Outside Boards
Public Companies
✓ Director, A.P. Møller – Mærsk A/S (2020 – Present), a Danish shipping and logistics company
✓ Director, SAP SE (2018 – 2020), the market leader in enterprise application software
✓ Director, Alphabet, Inc. (2012 – 2019)
✓ Director, Intuit Inc. (2006 – 2018), a global technology platform specializing in financial software
✓ Director, VMware, Inc. (1998 – 2008)
Private Companies
✓ Director and Compensation Committee Chair, Stripe (2018 – Present)
✓ Board Chair, Massachusetts Institute of Technology Corporation (2020 – 2023) and Life Member of the Corporation
Other
✓ Member, National Academy of Engineering
✓ Co-Chair, School of Engineering Advisory Board, University of California, Berkeley (2018 – Present)
Education
M.S. in Computer Science, University of California, Berkeley
M.S. in Naval Architecture, Massachusetts Institute of Technology
B.A. in Mechanical Engineering and Honorary Doctorate, University of Vermont
|
✔ Pay for performance culture
|
✔ Focus on long term value creation
|
✔ Align compensation with shareholders’ interests
|
✔ Benchmark against the most appropriate peers
|
✔ Balance employee retention incentives while mitigating dilution
|
✔ Retain high-caliber executives
|
These compensation philosophy objectives are founded in our commitment to:
➔ Appropriately incentivize, reward and retain highly qualified executives
➔ Ensure that the interests of the executives are closely aligned with the interests of Wix’s long-term shareholders and emphasize equity-based pay and long-term incentives, so that executives have an interest
in Wix’s sustained growth and success
➔ Motivate executives to achieve results with integrity and fairness, without encouraging excessive risk taking
➔ Support a performance culture that is based on merit, differentiates and rewards excellent performance, both in the short and long term, while recognizing Wix’s company values; and
➔ Balance rewards for both short and long term results to ensure sustained business performance over time
|
Base Salary
|
Key Terms:
Shareholders are asked to approve an increase of Mr. Abrahami’s base salary to NIS 150,000 per month (i.e., approximately $468,000 annually, based on current exchange rates7) during the Term (the “Base Salary”).
➔ The proposed increase aligns with the 25th percentile of CEO salaries in our Peer Group.
➔ For the last decade, Mr. Abrahami has received a base salary of NIS 77,300 per month (i.e., approximately $240,000 annually, based on current exchange rates7), which was significantly below the 25th percentile of CEOs in our Peer Group.
➔ The proposed salary increase is intended to provide appropriate non-variable pay after a decade of relatively low base salary.
➔ In 2023, Mr. Abrahami waived his salary to levels comparable to minimum wage under Israeli law.
In addition, Mr. Abrahami will continue to be entitled to benefits that are generally
available to our executive team consistent with our Compensation Policy for Executives.
|
Pay Element
|
Prior CEO Compensation
|
Proposed Compensation Package
|
Features and Compensation Committee Rationale
|
Annual Base Salary
|
NIS 77,300 per month (i.e., approximately $240,000 annually, based on current exchange rates8)
|
NIS 150,000 per month (i.e., approximately $468,000 annually, based on current exchange rates8)
|
➔ Proposed base
salary benchmarked at 25th percentile of CEO salaries in
Peer Group
➔ CEO base
salary has remained unchanged since 2013 IPO (other than in 2023 for which he waived his salary to levels comparable to minimum wage)
|
Key Terms
|
Highlights
|
Annual Grant
|
✓ During or around the first quarter Board meeting of each fiscal year (the “Date of Grant”) within the Term, Mr. Abrahami will be
granted, subject to Compensation Committee and Board approval, with an annual equity award (the “Annual Grant”).
|
Equity Mix
|
In response to shareholder feedback to incorporate performance based equity, as well as limit dilution, the Compensation Committee
designed the equity component of the Compensation Package to include:
✓ 75% of Annual Grant in PSUs based on target achievement (“PSU Annual Grant”).
✓ 25% of Annual Grant in stock options (“Option Annual Grant”).
✓ The Options and the PSUs will be granted pursuant to the Company’s 2013 Incentive Compensation Plan, as amended, or any successor equity incentive plan adopted by the Company (the “Plan”).
|
PSU Annual Grant Value
|
✓ The average annual expense to be recorded in our financial statements in each of the four-year vesting periods of a PSU Annual Grant, will be $2.0625 million (assuming full vesting and attainment of the PSU Target) (the “PSU Annual Grant Value”).
✓ The number of PSUs that will be granted per each PSU Annual Grant will be determined based on the closing trading price of our ordinary shares on the Date of Grant (or the preceding trading day if the Date of Grant is not a
trading day).
✓ None of the PSU Annual Grant Value will be earned unless a minimum target threshold is achieved (as further detailed below).
✓ The Board will have no discretion to increase the PSU Annual Grant Value.
|
PSU Performance Criteria
|
✓ All PSUs will be subject to the Company achieving a key performance indicator (“KPI”)
target aligned with the commitments made to shareholders in August 2023 under its Three-Year Plan.
✓ In accordance with our Three-Year Plan, the KPI target will comprise of the sum of (i) the year-over-year revenue growth for such year and (ii) the free cash flow as a percentage of the Company’s revenue (the “PSU Target”).
|
||
PSU Target
|
✓ The PSU Target will be set by the Board for each Annual Grant, by the end of the first quarter of each year during the Term, for the performance of that year (the “Performance
Year”).
✓ The PSU Target will not be set at a number less than the most recent guidance publicly disclosed by the Company for such period.
✓ The Board will determine, by the end of the first quarter of each year following a Performance Year, whether and to what extent the PSU Target was achieved based on the PSU Achievement Mechanism below.
|
||
PSU Achievement Mechanism
|
PSU Target Achievement
|
PSUs Earned as a % of PSU Annual Grant
|
Outcome
|
< 80% of target
|
0% PSUs are earned
|
All PSUs are forfeited and canceled
|
|
80% of target
|
25% of PSUs are earned
|
75% of granted PSUs are canceled
|
|
between
80% - 100% of target |
between 25%-100% of PSUs will be earned, calculated on a linear sliding scale (i.e., 3.75% of the PSUs will be
earned for each 1% above the 80% threshold)
|
For example, if 90% of the PSU Target is attained, 62.5% of the PSUs granted will be earned (comprised of 25% of the PSU Annual Grant, and another 37.5%
of the PSU Annual Grant Value, will be granted for the portion of achievement over the 80% threshold) (i.e., 25% + 3.75%*(100-90))
|
|
100% of target
|
100% of PSUs are earned
|
100% of PSUs are earned
|
|
between
100% - 120% of target |
100% of PSUs are earned and additional PSUs will be granted up to a value equal to 100% of the PSU Annual Grant Value, calculated on a linear sliding
scale (i.e., 5% of the PSU Annual Grant Value for each 1% above the 100% threshold)
|
For example, if 107% of the PSU Target is attained, 100% of the PSUs underlying the PSU Annual Grant will be earned, and additional PSUs will be granted
at a value that equals 35% of the PSU Annual Grant Value, for the overachievement portion
See “Overachievement PSUs” below for more details
|
|
120% of target
|
200% of the PSU Annual Grant Value will be earned
|
Earned PSUs will equal 2x PSU Annual Grant Value
|
|
>120% of target
|
200% of the PSU Annual Grant Value will be earned
|
Earned PSUs capped at 2x PSU Annual Grant Value
|
|
Overachievement PSUs
|
✓ Possibility to earn, subject to Compensation Committee and Board approval, a grant of additional PSUs up to a value equal to 100% of the Annual PSU Grant Value, for attainment of over 100% of the PSU Target, in addition to the Annual
PSU Grant (the “Overachievement PSUs”).
✓ The Board will determine by the end of the first quarter of each year following a Performance Year whether and to what extent Overachievement PSUs are to be granted based on the level of PSU Target overachievement (the “Overachievement Grant Date”).
✓ The value of the Overachievement PSUs will be calculated on a linear sliding scale between 100% - 120% (i.e., 5% of the PSU Annual Grant Value for each 1% above the 100% threshold) leading to
the possibility of a maximum value of Overachievement PSUs capped at the PSU Annual Grant Value (“Overachievement Value”).
✓ The number of Overachievement PSUs to be granted will be calculated by dividing the Overachievement Value by the fair market value of our ordinary shares on the Overachievement Grant Date.
|
Treatment of PSUs Upon a Change of Control
|
A “Change of Control” event (as defined in the Plan) during the Term would result in all granted PSUs being deemed earned at the
closing of the Change of Control event. Once earned, the PSUs will remain subject to their regular vesting schedule (including double-trigger acceleration as below).
|
Reasonable Adjustments of PSU Targets
|
If any of the below listed events was determined by the Board to have a material impact on the PSU Target during the performance
period, the Board shall have the discretion to reasonably adjust (increase or decrease) the PSU Target, to the extent it reasonably determines that such adjustment is necessary to preserve the intended incentives and benefits of the PSUs:
✓ unusual or non-recurring events, such as acquisitions;
✓ material global macroeconomic events; and/or
✓ changes in accounting principles or tax laws.
|
Option Award
|
✓ The annual expense to be recorded in our financial statements in each of the four-year vesting periods of an Option Annual Grant, will be $0.6875 million (assuming full vesting) (the “Option Grant Value”).
✓ The number of Options that will be granted under each Option Annual Grant, will be determined in accordance with the Black-Scholes-Merton value of such Options on each Date of Grant.
✓ Since the Black-Scholes-Merton model is merely a financial model that determines the accounting value of the Option Grant Value, it does not guarantee any actual economic gain.
✓ The exercise price of the Options will be the average closing price of our ordinary shares during the 30 trading days preceding each applicable Date of Grant.
✓ The Board will have no discretion to increase the Option Grant Value.
✓ The Compensation Committee and Board have no authority to re-price the exercise price of the Options without first obtaining shareholder approval.
|
Vesting of Equity
Awards (Earned PSUs and Options) |
Equity awards will vest over four years per the following schedule:
✓ 25% of the options and 25% of the earned PSUs will vest on the 12-month anniversary of the respective Dates of Grant (the “First Vesting Date”);
✓ 75% of the options and 75% of the earned PSUs shall vest in 12 equal quarterly installments following the First Vesting Date over the subsequent three-year period; and
✓ 25% of Overachievement PSUs will vest immediately upon the Overachievement Grant Date, with the remaining 75% vesting in 12 equal quarterly installments as of such Overachievement Grant Date, over the subsequent three-year
period.
|
Vesting Acceleration - “Double Trigger”
|
✓ The Options and the PSUs will be subject to a “double trigger” full acceleration vesting mechanism in the event of a “Change of Control,” as defined in the Plan.
✓ According to the “double trigger” mechanism, Mr. Abrahami’s Options and PSUs will accelerate in connection with a Change of Control only if his employment is terminated without “Cause” (as defined in the Plan) during the period
commencing three months prior to, and ending 18 months following, a Change of Control.
|
Cap on Units to be Granted
|
✓ Subject to shareholder approval of Proposal No. 3 below, the amount of Wix ordinary shares underlying grants under all equity awards to the CEO in any calendar year, shall not exceed 0.4% of the issued ordinary shares of the Company,
including treasury shares, on the applicable Date of Grant (the “Unit Cap”).
✓ In case the number of units to be granted would exceed the Unit Cap, then the number of units granted will be reduced to equal the Unit Cap.
Consistent with our executive compensation philosophy, the Unit Cap is an effective mechanism in mitigating the potential dilutive effect of the Equity Plan.9 |
9 |
Consistent with Israeli law, each of the components of the Compensation Package conforms to the Company’s
Compensation Policy - Executives (the “Compensation Policy”), as proposed to be amended at the Meeting and described in Proposal No. 3 below. In the event that Proposal No. 3
is not approved by the requisite majority of shareholders, the equity grant portion of the Compensation Package may exceed the limitations of our currently effective Compensation Policy. In such case, the Companies Law allows the
Board, Compensation Committee, and shareholders to approve this Proposal No. 2, provided that the Company’s Compensation Committee, and thereafter the Board, each determines to approve it, based on detailed arguments, and after having
reconsidered the matter and considering various items stipulated by the Companies Law. Our Board and Compensation Committee have made such a determination given the special circumstances, the significant value provided by the
Compensation Package and the importance in providing adequate retention to the CEO.
|
Key
Terms |
Prior Option
Award Plan |
Proposed Equity
Award Plan |
Features and Compensation Committee Rationale
|
Equity Award Types
|
✓ 100%
Stock Options
|
✓ 75%
PSUs
✓ 25%
Stock Options
|
✓ PSUs added
to align with shareholder interests
✓ PSU
grants limit dilution to shareholders
✓ If target
thresholds are not met, no PSUs are earned
✓ Option
grant ensures that CEO earns value only to the extent incremental shareholder value is created
|
Equity Award Timing
|
Three annual grants
|
Three annual grants
|
No change from prior plan
|
Annual Equity Award Value as expensed in our financial statements
|
Fixed number of Options granted per year (141,038), calculated based on a one-time conversion of $2.26 million in annual equity expenses per each year of
four-year vesting
|
Average of $2.0625 million in annual expenses relating to the PSU Annual Grant and $0.6875 million in annual expenses related to the Option Annual Grant,
all per each year of four-year vesting
|
✓ Proposed
equity grant benchmarked at 42nd percentile of CEOs in Peer Group
✓ Prior
option award value benchmarked at 75th percentile of CEOs in 2019 Peer Group
✓ Fixed
value (as opposed to units) provides better visibility and avoids excessive pay
|
Annual Number of Units
|
✓ Fixed
number of shares underlying awards, based on first year dollar value converted into share units
|
✓ Number of
units to be granted calculated each year based on fixed dollar value
|
✓ Annual
calculation ensures consistent equity value in future grants and better clarity on CEO compensation scope
✓ Avoids
excessive pay in case of sharp increases in share price
|
Performance Metrics/KPIs
|
✓ KPI on
options (annual revenue target as determined by the Board)
✓ Exercise
price of options provides inherent market-based KPI
|
✓ KPI with
multiple metrics apply to PSUs
✓ Exercise
price of Options provides inherent market-based KPI
|
✓ KPIs
align with Three-Year Plan
|
Performance levels for Eligibility to earn PSUs Vesting
|
✓ Threshold
for Options set at 90% of KPI performance - at which point 50% of the award is earned
✓ Options
forfeited for failure to meet threshold; cap on maximum earned shares
|
✓ Threshold
for PSUs set at 80% of KPI performance - at which point 25% of the PSU award is earned
✓ PSUs
forfeited for failure to meet threshold; cap on maximum earned shares
|
Performance threshold adjustment in light of multiple KPI metrics underpinning PSU Target
|
Vesting Provisions
|
Earned Options vest over four years
✓ 25% vest
on first anniversary of grant date
✓ 75% vest
ratably in 12 equal tranches over three years
|
Earned PSUs and Options vest over four years
✓ 25% vest
on 12-month anniversary of Date of Grant
✓ 75% vest
ratably in 12 equal tranches over three years
|
No change from prior plan
|
Unit Grant cap
|
Number of stock options capped per executive compensation policy
|
Total number of units granted are capped per executive compensation policy
|
Limits potential dilution either in the event of decrease in share price, or overachievement of PSU Target
|
Change in Control (CIC) Vesting provisions
|
Double trigger required for full acceleration of awards in the event of CIC
|
Double trigger required for full acceleration of awards in the event of CIC
|
No change from prior plan
|
Performance-Linked Equity Earned upon CIC
|
Options were not deemed to be earned upon a CIC
|
PSUs deemed to be earned upon closing of CIC event
|
Aligns executive interests with those of long-term shareholders
|
✓ |
the significant financial and strategic growth of the Company since 2019, under Mr. Abrahami’s leadership, as more fully described in the “Business Highlights” section
above;
|
✓ |
the stability and long average tenure of the management team under Mr. Abrahami’s tenure;
|
✓ |
Mr. Abrahami’s unique expertise and profound knowledge of the Company and our industry;
|
✓ |
feedback from our largest shareholders received during our recent shareholder outreach to ensure that the proposed Compensation Package is aligned with shareholders’
interests;
|
✓ |
internal benchmarking analysis, as well as the analysis of compensation awarded to CEOs in our Peer Group and broader market provided by Radford, our independent
compensation consultant;
|
✓ |
the fact that Mr. Abrahami’s annual base salary of NIS 77,300 per month (i.e., approximately $240,000 annually, based on current
exchange rates10) is below the 25th
percentile for CEOs within our Peer Group and has remained unchanged for the past 10 years; and
|
✓ |
Mr. Abrahami’s request to waive his full salary and for the Company not to seek an equity grant in 2023, and waiver of 28% of his 2022 equity award.
|
10 |
USD/NIS Exchange Rate: USD 1 = NIS 3.84, as of September 27, 2023
|
Key
Features |
Pay for Performance
|
Long-term
value creation |
Align Interests
|
Benchmarked Pay
|
Manage Dilution
|
Long-term Retention
|
96% of target compensation remains “at risk”
|
✔
|
✔
|
✔
|
✔
|
||
75% of LTI award value denominated in PSUs
|
✔
|
✔
|
✔
|
✔
|
✔
|
|
25% of LTI award value in options
|
✔
|
✔
|
✔
|
✔
|
||
Cash compensation benchmarked at 25th percentile of Peer Group
|
✔
|
✔
|
||||
Equity compensation benchmarked at 42nd percentile of Peer Group
|
✔
|
✔
|
✔
|
✔
|
✔
|
|
75% of LTI award contingent on Company performance against preset KPIs that align with annual guidance and Three-Year
Plan
|
✔
|
✔
|
✔
|
✔
|
||
Base Salary is the only fixed component
|
✔
|
✔
|
✔
|
✔
|
✔
|
|
No bonuses or salary increases
|
✔
|
✔
|
✔
|
|||
No Board discretion to adjust quantum of pay or KPI vehicles
|
✔
|
✔
|
✔
|
✔
|
||
Number of PSUs granted remains subject to dilution cap
|
✔
|
✔
|
✔
|
|||
Cap on annual equity grant value
|
✔
|
✔
|
||||
Three-year compensation agreement and four-year equity vesting ensures strong retentive value
|
✔
|
✔
|
✔
|
Shareholder Feedback (“What We Heard”)
|
Our Action
(“What We Did”) |
Impact of Action
(“Why This is Important”) |
Strong preference for:
|
||
An emphasis on performance-based equity
|
✓ 75% of LTI
awards denominated in PSUs and 25% stock options
(previously 100% stock options) |
✓ Aligns
executive’s interests with those of long-term shareholders
✓ Equity
payouts align with incremental shareholder value creation
|
Emphasis on the majority
of overall comp being tied to KPIs and remaining “at risk” |
✓ 96% of
total CEO target pay is at risk, with payouts contingent on Company performance and shareholder value creation
|
✓ Rewards
for Company performance against preset KPI goals
✓ Payouts
align with incremental shareholder value creation
|
Limiting Board discretion
to amend terms of CEO compensation |
✓ Fixed
base salary, quantum of annual LTI awards, as well as KPIs underpinning the performance incentives
|
✓ Caps total
CEO compensation
✓ Aligns
KPIs with annual guidance and Three-Year Plan
|
Clear disclosure of compensation details
and rigor of KPI targets |
✓ Included
tabular disclosure of components of proposed pay, and comparison of proposed pay to prior compensation
✓ Confirmed
that KPI targets underpinning performance incentives remain aligned with (and never below) publicly disclosed targets
|
✓ Enhances
disclosure in line with commitment to increased transparency
✓ Aligns
CEO’s interests with those of long-term shareholders and ensures earned PSUs are in line with Company performance
|
Overall compensation to
be more closely aligned with similar-sized peers |
✓ Revised
Peer Group with companies closer in size and scale
✓ Benchmark
cash and equity pay at 36th percentile of 2023 Peer Group
|
✓ Aligns pay
relative to revised Peer Group; median of revised Peer Group aligns with the Company’s market cap and revenue
✓ Balances
employee retention with market competitiveness
|
- |
with respect to options, the portion of any grant of options to an executive that is scheduled to vest in any year following the grant date,
shall not exceed 0.075% of the issued and outstanding share capital of the Company, or 0.1% in the case of the CEO; and
|
- |
with respect to RSUs or other equity awards without an exercise price, the portion of any grant to an executive of RSUs or other equity awards without an exercise price that is scheduled to vest in any year following the grant date, shall not exceed 0.0375% of the issued and outstanding share capital of the Company, or 0.05% in the case
of the CEO.
|
|
2021
|
2022
|
|
(in USD thousands)
|
|
Audit fees (1)
|
1,005
|
906
|
Audit-related fees (2)
|
200
|
36
|
Tax fees (3)
|
267
|
297
|
Total
|
1,472
|
1,239
|
(1)
|
“Audit fees” are the aggregate fees paid for the audit of our annual financial statements. This category also
includes services that generally the independent accountant provides, such as consents and assistance with and review of documents filed with the SEC.
|
(2)
|
“Audit-related fees” are the aggregate fees paid for assurance and related services that are reasonably related to
the performance of the audit and are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new
accounting pronouncements and other accounting issues that occur from time to time.
|
(3)
|
“Tax fees” includes fees for professional services rendered by our
independent registered public accounting firm for tax compliance and tax advice on actual or contemplated transactions.
|
|
By Order of the Board of Directors,
MARK TLUSZCZ
Chair of the Board of Directors
|
1. |
CyberArk Software Ltd.
|
2. |
DocuSign, Inc.
|
3. |
Fiverr International Ltd.
|
4. |
Guidewire Software, Inc.
|
5. |
Okta, Inc.
|
6. |
Paylocity Holding Corporation
|
7. |
RingCentral, Inc.
|
8. |
Squarespace, Inc.
|
9. |
Twilio Inc.
|
10. |
Smartsheet Inc.
|
11. |
Tenable Holdings, Inc.
|
12. |
Lightspeed Commerce Inc.
|
13. |
Box, Inc.
|
14. |
Alteryx, Inc.
|
15. |
Godaddy Inc.
|
16. |
New Relic, Inc.
|
17. |
Varonis Systems, Inc.
|
18. |
LegalZoom.com, Inc.
|
19. |
Teradata Corporation
|
1. |
Introduction
|
2. |
Compensation Committee Independence
|
3. |
Overall Strategy
|
● |
compete for, attract, retain, reward and motivate highly qualified Executives;
|
● |
ensure that the interests of the Executives are closely aligned with the interests of Wix’s shareholders and emphasize equity pay and long-term incentives so that Executives have an interest
in Wix’s sustained growth and success;
|
● |
motivate the Executives to achieve results with integrity and fairness without encouraging excessive risk taking;
|
● |
support a performance culture that is based on merit, and differentiates and rewards excellent performance, both in the short- and long-term, and recognizes Wix’s company values; and
|
● |
balance rewards for both short-term and long-term results to ensure sustained business performance over time.
|
4. |
Factors for Examining Compensation Terms
|
● |
the education, qualifications, professional experience, seniority and accomplishments of the Executive;
|
● |
the Executive’s position, responsibilities and prior compensation arrangements;
|
● |
data of other NASDAQ and NYSE peer companies (including U.S.-based companies), including companies in the industry and/or geographic market, and compensation for comparably situated
executives;
|
● |
the Executive’s expected contribution to Wix’s future growth, profitability and stability;
|
● |
the degree of responsibility imposed on the Executive;
|
● |
the need to retain Executives who have relevant skills, know-how or unique expertise;
|
● |
accounting and tax considerations and implications;
|
● |
the relation between the employment terms of the Executive and the average and median salary of Wix’s employees and contractors in the geographic market in which the Executive operates, as
well as whether such variation would have an effect on employee relations; and
|
● |
any requirements prescribed by the Companies Law, U.S. securities laws and NASDAQ rules from time to time.
|
5. |
Compensation Terms of Executives
|
● |
base salary;
|
● |
cash bonus (annual or special);
|
● |
equity-based long-term incentives;
|
● |
general benefits;
|
● |
retirement and termination of service arrangements; and
|
● |
change of control special arrangements.
|
A. |
Base Salary
|
B. |
Annual Cash Bonus
|
● |
financial results (e.g., collections, revenues, pre-tax profits);
|
● |
number of free or premium users; and
|
● |
other key performance indicators.
|
● |
contribution to Wix’s business, profitability and stability;
|
● |
the need to retain an Executive with skills, know-how or unique expertise;
|
● |
the responsibility imposed on the Executive;
|
● |
changes that occurred in the responsibility imposed on the Executive during the year;
|
● |
performance satisfaction, including assessing the degree of involvement of the Executive and devotion of efforts in the performance of his or her duties;
|
● |
assessment of the Executive’s ability to work in coordination and cooperation with other employees; and
|
● |
the contribution to appropriate control environment and ethical environment.
|
C. |
Equity-Based Compensation
|
D. |
Forfeiture and Clawback Policy
|
● |
the restatement of the financial statements is required due to changes in the applicable financial reporting standards; or
|
● |
the Board of Directors or Compensation Committee has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient or not
in the best interest of the Company.
|
E. |
General Benefits
|
● |
paid vacation days;
|
● |
paid sick days;
|
● |
recuperation pay according to applicable law;
|
● |
employer contribution to an education fund (including, payment of such contribution or any portion thereof, directly to the Executive);
|
● |
employer contribution to an insurance policy or a pension fund for severance and pension (including, payment of such contribution or any portion thereof, directly to the Executive);
|
● |
employer contribution towards work disability insurance; and
|
● |
D&O indemnification, insurance and exculpation to the maximum extent permitted by applicable law, as amended from time to time.
|
F. |
Retirement and Termination of Service Arrangements
|
● |
the length of employment of the Executive;
|
● |
the Executive’s performance during his or her employment;
|
● |
Wix’s performance during the Executive’s term of employment and the Executive’s contribution to such Company performance;
|
● |
the circumstances surrounding the termination of employment of the Executive, such as relocation of the Executive and availability of suitable executive positions; and
|
● |
whether separation payments are customary in the industry or geographic market or sector in which the Executive is employed.
|
G. |
Change of Control Special Arrangements
|
● |
acceleration of vesting of outstanding options and other equity awards;
|
● |
extension of advance notice period by up to 9 months (in addition to the advance notice period in effect prior to the change of control);
|
● |
payment of severance pay for an additional period of up to 15 months; and
|
● |
extension of the exercise period of options and other equity awards held by Executives for a period of up to 24 months following the date of employment termination.
|
H. |
Indemnification, Insurance and Exculpation of Executives
|
6. |
Shareholding Guidelines for Executive Officers
|
7. |
Recommendation, Review and Approval of Policy
|
1. |
“Business Solutions”: means additional products and services other than premium subscriptions that are offered to our users to
help them manage and grow their business online, such as communication tools, payment services, and marketing products.
|
2. |
“Business Solutions Revenue”
and “Business Solutions Bookings”: refer to all revenue or
bookings, as applicable, generated from Business Solutions and exclude any revenue or bookings, as applicable, included under Creative Subscriptions Revenue or Creative Subscription Bookings, respectively.
|
3. |
“Dilution”: means the result of the division of the Allocated Equity plus
the Unallocated Equity minus the Net Exercise Adjustments by Allocated Equity plus the Unallocated Equity minus the
Net Exercise Adjustments plus the Treasury Shares plus the Total Shares Outstanding; as further detailed under “Effective Dilution Management” above.
|
4. |
“Free Cash Flow (excluding HQ and restructuring costs)” or “FCF”: represents net cash provided by (used in) operating activities less capital
expenditures, further adjusted to exclude one-time cast restructuring charges and the capital expenditures and other expenses associated with the buildout of our new corporate headquarters.
|
5. |
“Gross Payment Volume (GPV)”: Includes the total value, in US dollars, of transactions
facilitated by our platform.
|
6. |
“Partners Revenue”: is defined as the revenue
generated through agencies and freelancers that build sites or applications for other users as well as revenue generated through B2B partnerships, such as LegalZoom or Vistaprint, and enterprise partners. We identify agencies and freelancers
building sites or applications for others using multiple criteria, including but not limited to, the number of sites built, participation in the Wix Partner Program and/or the Wix Marketplace or Wix products used. Partners revenue includes
revenue from both the Creative Subscriptions and Business Solutions segments.
|
7. |
“Simple Dilution”: means the result of the division of the Allocated Equity plus the Unallocated Equity by the Allocated Equity plus the Unallocated Equity plus the Total Shares Outstanding; as further detailed under
“Effective Dilution Management” above.
|
8. |
“Three-Year Plan”: refers to the Company’s disclosed three-year financial model outlook from 2022, which was updated on August 10, 2023.
|
9. |
“Total Bookings”: is comprised of Business
Solutions Bookings and Creative Subscriptions Bookings (as defined in Form 20-F).
|
10. |
“Total Revenue”: is comprised of Business
Solutions Revenue and Creative Subscriptions Revenue (as defined in Form 20-F).
|
11. |
“Transaction Revenue”: is a portion of Business
Solutions Revenue, and we define transaction revenue as all revenue generated through transaction facilitation, which are primarily from Wix Payments as well as Wix POS, shipping solutions and multichannel commerce and gift card solutions
|
2022
|
2023
|
FY
|
||||||||||||||||||
in 000s
|
Q3
|
Q4
|
Q1
|
Q2
|
2019
|
|||||||||||||||
Revenues
|
$
|
345,805
|
$
|
355,040
|
$
|
374,076
|
$
|
389,977
|
$
|
757,667
|
||||||||||
Change in deferred revenues
|
$
|
6,023
|
$
|
4,081
|
$
|
60,975
|
$
|
12,043
|
$
|
74,818
|
||||||||||
Change in unbilled contractual obligations
|
$
|
636
|
$
|
12,692
|
$
|
(20,146
|
)
|
$
|
(3,521
|
)
|
-
|
|||||||||
Bookings
|
$
|
352,464
|
$
|
371,813
|
$
|
414,905
|
$
|
398,499
|
$
|
832,485
|
||||||||||
FY 2019
|
FY 2020
|
FY2021
|
FY 2022
|
|||||||||||||||||
Net cash provided (used) by operating activities
|
$
|
149,564
|
$
|
148,049
|
$
|
65,685
|
$
|
37,152
|
||||||||||||
Capital expenditures, net
|
$
|
(22,066
|
)
|
$
|
(18,853
|
)
|
$
|
(37,700
|
)
|
$
|
(70,664
|
)
|
||||||||
Free Cash Flow
|
$
|
127,498
|
$
|
129,196
|
$
|
27,985
|
$
|
(33,512
|
)
|
|||||||||||
Capital expenditures and other cash costs related to Wix HQ office build out
|
-
|
$
|
2,462
|
$
|
23,449
|
$
|
65,920
|
|||||||||||||
Free Cash Flow (excluding capex and other cash costs related to HQ build out)
|
$
|
127,498
|
$
|
131,658
|
$
|
51,434
|
$
|
32,408
|
||||||||||||
% of revenue
|
17
|
%
|
13
|
%
|
4
|
%
|
2
|
%
|
WIX.COM LTD.
5 YUNITSMAN ST.
TEL AVIV 6936025, ISRAEL
|
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. 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 the day before the cut-off date or meeting date. 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.
|
V24081-P98960 KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS LISTED BELOW:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
To re-elect each of the following individuals as Class I directors to serve until the 2026 annual
general meeting of shareholders.
|
|
For |
Against |
Abstain |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1a. |
Deirdre Bigley
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
1b. |
Allon Bloch
|
|
☐
|
☐
|
☐
|
|
|
4. |
To ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of
Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and until the 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.
|
☐ | ☐ | ☐ | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
1c. |
Ferran Soriano
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2. |
To approve the compensation of the Company’s Chief Executive Officer.
|
|
☐ |
☐
|
☐
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Yes |
No |
|
|
|
|
|
|
|
|||||
|
|
2a. |
Answer YES if you are not a “controlling shareholder” and do not have a “personal interest” (each
as defined in the Companies Law) in item 2.
|
|
☐
|
☐
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|||||
|
3. |
To amend the Company’s Compensation Policy – Executives.
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Yes | No |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3a. |
Answer YES if you are not a “controlling shareholder” and do not have a “personal interest” (each
as defined in the Companies Law) in item 3.
|
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each owner 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 a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
V24082-P98960
|
Please detach along perforated line and mail in envelope.
|
1 Year Wix com Chart |
1 Month Wix com Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions