TEL AVIV, Israel, November 20, 2015 /PRNewswire/ --
RADCOM Ltd. (NASDAQ: RDCM) (the "Company"), a leading
provider of Customer Experience Management (CEM) solutions,
announced today that it has scheduled an annual general meeting of
shareholders ("Meeting"), to take place on Wednesday, December 30, 2015 at 3:00 p.m. (Israel time), at the offices of the Company,
which are located at 24 Raoul Wallenberg Street, Tel Aviv, Israel. The record date for the
meeting is on November 24, 2015.
Proxy statements describing the proposals on the agenda and
proxy cards for use by shareholders that cannot attend the Meeting
in person will be sent by mail, on or about November 25, 2015, to the Company's shareholders
of record and to shareholders that hold shares registered with the
American Stock Transfer & Trust Company.
Proxy cards for use by shareholders that cannot attend the
Meeting in person, must be properly executed and received by
Company, not less than 48 hours prior to the time fixed for the
Meeting.
The Company will also furnish the proxy statement to the
Securities and Exchange Commission on Form 6-K.
The agenda of the Meeting is as follows:
- To re-elect the following members of the Board of Directors:
Zohar Zisapel, Matty Karp and Ms.
Heli Bennun;
- To approve an amendment to each of our Amended and Restated
Articles of Association and Memorandum of Association;
- To approve an amendment to our Compensation Policy;
- To approve the cash compensation to be paid to our directors
other than the current Chairwoman of our Board of Directors;
- To approve the bonus formula for each of the years 2016-2018
for our Chief Executive Officer and President;
- To approve the monthly salary to be paid to the current
Chairwoman of our Board of Directors;
- To ratify the equity-based compensation of David Ripstein, our current Chief Executive
Officer and President;
- To re-appoint Kost Forer Gabbay
& Kasierer, a Member of Ernst & Young Global, as our
independent auditors until the next annual general meeting of
shareholders, and to authorize the Audit Committee of our Board of
Directors to fix their remuneration;
- To discuss the auditors' report and our consolidated financial
statements for the year ended December 31,
2014; and
- To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Shareholders may present proposals for consideration at the
Meeting by submitting their proposals to the Company no later than
November 26, 2015. If the Company
will determine that a shareholder proposal has been duly and timely
received and is appropriate, it will publish a revised agenda in
the manner set forth in the proxy statement.
Quorum
Two or more shareholders of the Company holding shares
conferring in the aggregate at least one-third (1/3) of the voting
power of the Company, present in person or by proxy and entitled to
vote, will constitute a quorum at the meeting.
In the event the above quorum will not be present in person
or by proxy, the Meerting will be postponed to January 6, 2016.
Voting Requirements
Items 1, 2 and 8 require the affirmative vote of a majority of
the ordinary shares present, in person or by proxy, and voting on
the matter.
Items 3-7 requires the affirmative vote of a majority of the
ordinary shares present, in person or by proxy, and voting on the
matter, provided that either (i) at least a majority of the
ordinary shares voted on the matter by shareholders who are not
controlling shareholders or who do not have a personal interest in
the matter are voted in favor or (ii) the total number of ordinary
shares voted against such matter by shareholders who do not have a
personal interest in the matter or who are not controlling
shareholders, does not exceed two percent of our outstanding
ordinary shares.
Position Statements
Any shareholder of the Company may submit to the Company a
position statement on its behalf, expressing its position on an
agenda item for the Meeting, to our General Counsel at the
following address: Radcom Ltd., 24 Raoul Wallenberg Street,
Tel Aviv 69710, Israel, Attention: General Counsel, or by
facsimile to +9723-6474681, no later than December 20, 2015.
About RADCOM
RADCOM provides innovative service assurance and customer
experience management solutions for leading telecom operators and
communications service providers. RADCOM specializes in solutions
for next-generation mobile and fixed networks, including
LTE, VoLTE, IMS, VoIP, UMTS/GSM and mobile broadband. RADCOM's
comprehensive, carrier-grade solutions are designed for big data
analytics on terabit networks, and are used to prevent service
provider revenue leakage and to enhance customer care management.
RADCOM's products interact with policy management to provide
self-optimizing network solutions. RADCOM's shares are listed on
the NASDAQ Capital Market under the symbol RDCM. For more
information, please visit http://www.RADCOM.com.
Contact:
Uri Birenberg
Chief Financial Officer
+972-77-774-5060
urib@radcom.com
SOURCE RADCOM Ltd