Stratasys Announces Annual General Meeting of Shareholders

MINNEAPOLIS & REHOVOT, Israel — (BUSINESS WIRE) — June 5, 2014 — Stratasys Ltd. (NASDAQ: SSYS) today announced that it will hold its Annual General Meeting of Shareholders (the “Meeting”) on Thursday, July 10, 2014, at 9:00 a.m. U.S. Central Time, at the Stratasys NASH Building, 9600 West 76th Street, Eden Prairie, Minnesota. The record date for shareholders entitled to vote at the Annual Meeting is Tuesday, June 10, 2014.

The agenda for the Meeting is as follows:

  1. The election of Ms. Ziva Patir, who qualifies as an unaffiliated director under the Israeli Companies Law 5759-1999 (the “Companies Law”), to serve as the unclassified director of the Company.
  2. The approval of a cash bonus of 1,880,800 New Israeli Shekels (“NIS”) (approximately $541,550) to be paid to Mr. David Reis, the Company’s Chief Executive Officer and a director, in respect of his performance for the year ended December 31, 2013, as determined by the compensation committee of the Company’s board of directors (the “Compensation Committee” and the “Board”, respectively) and the Board pursuant to their authority under Mr. Reis’ existing employment agreement and the Company’s Compensation Policy for Executive Officers and Directors (the “Compensation Policy”).
  3. The approval of a cash bonus of $177,716 to be paid to Mr. S. Scott Crump, the Company’s Chairman and Chief Innovation Officer, in respect of his performance for the year ended December 31, 2013, as determined by the Compensation Committee and the Board pursuant to their authority under the Compensation Policy.
  4. The approval of a cash bonus of NIS 574,500 (approximately $165,420) to be paid to Mr. Ilan Levin, a director and the Chairman of Baccio Corporation, the parent entity of the Company’s MakerBot group of companies, in respect of his performance for the year ended December 31, 2013, as determined by the Compensation Committee and the Board pursuant to their authority under the Compensation Policy.
  5. The approval of the terms of a grant of options to purchase 22,000 ordinary shares, nominal value NIS 0.01 per share, of Stratasys Ltd. (“ordinary shares”), to each of Mr. Edward J. Fierko, Mr. John J. McEleney, and Mr. Clifford H. Schwieter, as directors of the Company.
  6. The approval of an increase in the coverage under the Company’s directors’ and officers’ liability insurance policy to an aggregate maximum coverage of $80 million.
  7. The reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year ending December 31, 2014 and until the Company’s next annual general meeting of shareholders, and authorization of the Board (upon recommendation of the audit committee of the Board) to fix their remuneration.
  8. A discussion of the Company’s financial statements for the year ended December 31, 2013.
  9. The transaction of such other business as may properly come before the Meeting or any postponement or adjournment thereof.

Whether or not you attend the Meeting, your vote is important. Accordingly, you are asked to participate and vote regardless of the number of ordinary shares you own.

Approval of each of the Proposals above requires the affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on the Proposal (excluding abstentions).

The approval of Proposal No. 2 is also subject to satisfaction of one of the following, additional voting requirements:

  • the majority voted in favor of the proposal must include a majority of the shares held by shareholders who are neither controlling shareholders nor in possession of a personal interest in the approval of the proposal that are voted at the meeting, excluding abstentions; or
  • the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the proposal must not exceed 2% of the aggregate voting power in our Company.

Any two or more shareholders holding, in the aggregate, at least a majority of the voting rights in the Company constitutes a quorum for purposes of the Meeting. In the absence of the requisite quorum of shareholders at the Meeting, the Meeting will be adjourned to the same day in the next week, at the same time and place, unless otherwise determined at the Meeting in accordance with the Company’s Amended and Restated Articles of Association, as amended.

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