Washington, D.C. 20549

 

 

Form 6-K

 

For the month of April 2017

Commission File Number 000-28584

 

Check Point Software Technologies Ltd.

(Translation of Registrant’s name into English)

 

5 Ha’solelim Street
Tel Aviv, Israel

(Address of principal executive office)

 

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

 

Form 20-F ☑      Form 40-F ☐

 

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

 

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

 

 

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

5 Ha’solelim Street

Tel Aviv, Israel 67897

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on June 7, 2017

 

To the Shareholders of

Check Point Software Technologies Ltd.:

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Check Point Software Technologies Ltd. (“Check Point”) will be held on June 7, 2017 at 5:00 p.m. (Israel time), at Check Point's principal executive offices at 5 Ha’solelim St., Tel Aviv, Israel 67897 (the telephone number at that address is +972-3-753-4555).  The meeting will be held for the following purposes:

(1)

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

(2)

to elect two outside directors – the three-year terms of two of our outside directors will expire at the meeting, and we are proposing to reelect these two outside directors;

(3)

to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for 2017 – Israeli law requires that we ask you, on an annual basis, to approve our auditors; when this proposal is raised, you will also be invited to discuss our 2016 consolidated financial statements; and

(4)

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

You are entitled to vote at the meeting if you are a shareholder of record at the close of business on April 27, 2017.   You are also entitled to vote at the meeting if you hold our ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on April 27, 2017, or which appears in the participant listing of a securities depository on that date.

You can vote your shares by attending the meeting, by completing and signing a proxy card or by voting online as provided in the proxy card.  Proxy cards will be distributed to shareholders after May 4, 2017, together with a proxy statement which will include the full version of the proposed resolutions.

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

 

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In addition, a special majority vote will be required for approval of proposals nos. 2 and 4.   In order to approve each of these two proposals, the affirmative vote of the ordinary shares must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal must not represent more than two percent of the outstanding ordinary shares.

 

By Order of the Board of Directors.    MARIUS NACHT Chairman of the Board of Directors

 

Dated: April 20, 2017

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.

Dated: April 20, 2017

 

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