Check Point Software Files 6-K Proxy Statement

TL;DR

CPNT filed a 6-K for their upcoming shareholder meeting - check proxy details.

AI Summary

Check Point Software Technologies Ltd. filed a Form 6-K on September 25, 2024, for the month of September 2024. The filing is a Report of Foreign Private Issuer and indicates that the company files annual reports under Form 20-F. The document appears to be a proxy statement for an upcoming Annual General Meeting.

Why It Matters

This filing provides shareholders with important information regarding the upcoming Annual General Meeting, including details for proxy voting.

Risk Assessment

Risk Level: low — This is a routine filing for a foreign private issuer and does not contain new financial results or significant operational updates.

Key Players & Entities

• Check Point Software Technologies Ltd. (company) — Registrant
• 000-28584 (company) — SEC File Number
• 20240925 (date) — Filing Date

FAQ

Key Financial Figures

• $114.23 — hwed (4) 28,797,215 25.3% 3,920,000 $114.23 - $131.96 8/19/2025 – 8/2/2030 All di
• $131.96 — 28,797,215 25.3% 3,920,000 $114.23 - $131.96 8/19/2025 – 8/2/2030 All directors an
• $91.78 — hwed)(4) 29,569,755 25.8% 4,563,751 $91.78 - $136.26 8/19/2025 – 10/31/2030 (1)
• $136.26 — 29,569,755 25.8% 4,563,751 $91.78 - $136.26 8/19/2025 – 10/31/2030 (1) The numb

Filing Documents

• zk2432075.htm (6-K) — 268KB
• image00001.jpg (GRAPHIC) — 5KB
• image00002.jpg (GRAPHIC) — 1KB
• 0001178913-24-003149.txt ( ) — 277KB

– INCREASE THE SIZE OF THE BOARD OF DIRECTORS TO TEN MEMBERS

ITEM 1 – INCREASE THE SIZE OF THE BOARD OF DIRECTORS TO TEN MEMBERS On July 24, 2024, we announced the appointment of Nadav Zafrir as Check Point's new Chief Executive Officer. Mr. Zafrir is scheduled to assume the CEO role in December 2024, and upon his appointment, Gil Shwed, our founder and current Chief Executive Officer, will become Executive Chair of the Board of Directors (" Executive Chair "). In connection with the leadership transition, the size of our Board of Directors will increase from nine members to ten members, and subject to the approval by the shareholders at the meeting, as provided in more detail in Items 2 and 3 of the Proxy Statement, our new Board of Directors will consist of the following: Executive Chair: - Gil Shwed (the appointment shall become effective upon Nadav Zafrir assuming the CEO role). Lead Independent Director: - Yoav Chelouche Independent Directors: - Yoav Chelouche, Dafna Gruber ( new nominee ), Tzipi Ozer-Armon, Ray Rothrock, Dr. Tal Shavit, Jill Smith, Jerry Ungerman and Shai Weiss. o Outside Directors : The independent directors Yoav Chelouche, Dafna Gruber and Ray Rothrock will also serve as Check Point's outside directors in accordance with the requirements of Israel's Companies Law. Executive Directors: - Gil Shwed and Nadav Zafrir ( new nominee - Mr. Zafrir's appointment to the Board will become effective when he joins Check Point, which is expected December 1, 2024 ). Board Committee Composition: All members of our Board of Directors' Audit Committee, Compensation Committee and Nominating, Sustainability and Corporate Governance Committee will be independent directors under the applicable Nasdaq regulations and Israel's Companies Law. The composition of our Board committees will be as follows: Audit Committee: - Yoav Chelouche ( Chair ), Dafna Gruber ( new member ), Tzipi Ozer-Armon and Ray Rothrock. Compensation Committee: - Ray Rothrock ( Chair ), Yoav Chelouche, Dafna Gruber ( new mem

– ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)

ITEM 2 – ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS) Our Board of Directors currently consists of nine directors: Gil Shwed, Yoav Z. Chelouche, Guy Gecht, Tzipi Ozer-Armon, Ray Rothrock, Dr. Tal Shavit, Jill Smith, Jerry Ungerman and Shai Weiss . Three of these directors, Yoav Z. Chelouche, Guy Gecht and Ray Rothrock , are our "outside directors" under Israel's Companies Law. Guy Gecht , our Lead Independent Director and outside director since 2006, has elected not to stand for reelection at the meeting. You are being asked at this time to reelect six of our current directors who are not outside directors: Gil Shwed, Tzipi Ozer-Armon, Dr. Tal Shavit, Jill Smith, Jerry Ungerman and Shai Weiss , and to elect Nadav Zafrir , our newly appointed Chief Executive Officer, as a director. Mr. Zafrir's appointment as a director will become effective after he joins Check Point, as described in Item 1 above. Separately, as provided in Item 3 below, you are being asked to reelect our outside director Yoav Z. Chelouche for an additional three-year term, and to elect Dafna Gruber as a new outside director to replace Guy Gecht . The term of office of our third outside director, Ray Rothrock , expires in 2026, and he is not standing for reelection at the meeting. If all nominees for election to our Board of Directors are elected, the Board shall consist of ten directors, including the three outside directors, as described in Item 1 above. Our Board of Directors has determined that each current member of our Board of Directors and new nominees, with the exception of Gil Shwed and Nadav Zafrir, is an independent director under the applicable Nasdaq regulations and Israel's Companies Law, including all members of our Board of Directors' Audit Committee, Compensation Committee and Nominating, Sustainability and Corporate Governance Committee. In accordance wi

– ELECTION OF OUTSIDE DIRECTORS

ITEM 3 – ELECTION OF OUTSIDE DIRECTORS In accordance with Israel's Companies Law and the relevant regulations, we must have at least two outside directors who meet the Israeli statutory requirements of independence. Under Israel's Companies Law, an outside director serves for a term of three years, which may be extended for additional three-year terms. Further, an outside director can be removed from office only under very limited circumstances. In addition, under Israel's Companies Law, all of the outside directors must serve on our Audit Committee and Compensation Committee (including one outside director serving as the chair of our Audit Committee and our Compensation Committee), and at least one outside director must serve on each committee of our Board of Directors that is delegated Board authority. Under certain circumstances, we may elect in the future to exempt ourselves from these statutory requirements pursuant to Israeli regulations. As noted above, Yoav Z. Chelouche, Guy Gecht and Ray Rothrock are our outside directors under Israel's Companies Law. The current terms of office of Messrs. Chelouche and Gecht expire in 2024. Mr. Chelouche is standing for reelection at the meeting, while Mr. Gecht, our Lead Independent Director and outside director since 2006, has elected not to stand for reelection at the meeting. The term of office of Mr. Rothrock expires in 2026, and he is not standing for reelection at the meeting. The Nominating, Sustainability and Corporate Governance Committee of our Board of Directors recommended to nominate Mr. Chelouche for reelection and to nominate Ms. Dafna Gruber as an outside director to replace Mr. Gecht. As described below in her biographical information, Ms. Gruber has extensive experience as a senior executive, board member and audit committee chair of several Nasdaq-listed global companies. Biographical information concerning the two outside director nominees, as well as Mr. Rothrock, who is not standing for reelecti

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