UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of November 2015
Commission File Number 001-34929
SODASTREAM
INTERNATIONAL LTD.
(Translation of registrant’s name
into English)
Gilboa Street, Airport City
Ben Gurion Airport 7010000, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x 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): ____
Yes ¨ No
x
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): ____
Yes ¨ No
x
EXPLANATORY NOTE
Furnished herewith
as Exhibits 99.1 and 99.2, respectively, are the following documents:
1. |
Notice of the 2015 Annual General Meeting (the “2015 Meeting”) of shareholders of SodaStream International Ltd. (the “Company”) and Proxy Statement for the 2015 Meeting of shareholders of the Company. |
2. |
Proxy card for use in connection with the Company’s 2015 Meeting of shareholders. |
This Form 6-K is incorporated by reference
into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 3, 2010
(Registration No. 333-170299), August 16, 2013 (Registration No. 333-190655) and April 30, 2014 (Registration No. 333-195578).
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 authorized.
|
SODASTREAM INTERNATIONAL LTD. |
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|
|
Date: November 16, 2015 |
By: |
/s/ Dotan Bar-Natan |
|
Name: |
Dotan Bar-Natan |
|
Title: |
Head of Legal Department |
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
99.1 |
|
Notice and Proxy Statement for the 2015 Annual General Meeting of shareholders of the Company. |
|
|
|
99.2 |
|
Proxy card for the 2015 Annual General Meeting of shareholders of the Company. |
Exhibit 99.1
SODASTREAM INTERNATIONAL LTD.
Gilboa
Street, Airport City, Ben Gurion Airport, Israel
November 16, 2015
Dear Shareholder,
You are cordially
invited to attend the annual general meeting (the “Meeting”) of
shareholders of SodaStream International Ltd. (the “Company”) to be held on December 22, 2015 at 5:00 P.M.,
Israel time, at the offices of the Company at Gilboa Street, Airport City, Ben Gurion Airport, Israel.
At the Meeting,
you will be asked to consider and vote on the proposals set forth in the enclosed proxy statement relating to the Meeting (the
“Proxy Statement”). The Company’s financial statements for the fiscal year ended December 31, 2014 will
be reviewed at the Meeting. The Company’s board of directors unanimously recommends a vote “FOR” each proposal
set forth in the enclosed Proxy Statement.
Whether or
not you plan to attend the Meeting in person, it is important that your ordinary shares be represented and voted at the Meeting.
Accordingly, after reading the enclosed Proxy Statement, please complete, sign, date and mail the enclosed proxy card in the envelope
provided so that it will be received no later than the time fixed for the Meeting. If you hold your shares in “street name”
through a broker, bank or other nominee, please vote in accordance with the instructions on the nominee’s proxy card, which
will include instructions about voting by telephone or over the Internet.
The Company
has fixed the close of business on November 23, 2015 as the record date for the determination of shareholders entitled to notice
of, and to vote on the matters proposed at, the Meeting and any adjournment or postponement thereof.
Additional
information about the Company is contained in the Company’s most recent annual report on Form 20-F, which is available on
the Company’s investor relations website at http://sodastream.investorroom.com and
on the website of the U.S. Securities and Exchange Commission at www.sec.gov.
We look forward
to seeing as many of you as can attend the Meeting. Thank you for your continued support.
|
Very truly yours, |
|
|
|
/s/ Yuval Cohen |
|
Yuval Cohen |
|
Chairman of the Board of Directors |
SODASTREAM INTERNATIONAL LTD.
Gilboa Street
Airport City, Ben Gurion Airport 7010000,
Israel
Notice
of THE ANNUAL General Meeting of Shareholders
TO BE HELD ON DECEMBER 22, 2015
Notice is hereby
given that the Annual General Meeting (the “Meeting”) of shareholders of SodaStream International Ltd. (“SodaStream”
or the “Company”) will be held on December 22, 2015 at 5:00 P.M. (Israel time), at SodaStream’s principal
executive offices at Gilboa Street, Airport City, Ben Gurion Airport, Israel. The Meeting is being called for the following purposes:
| 1. | To reelect Mr. Stanley Stern as a director of the Company, to serve as a Class II director and
to hold office until the annual general meeting of shareholders to be held in 2018, subject to, and in accordance with, the provisions
of the Israeli Companies Law, 5759-1999 (the “Companies Law”) and the articles of association of the Company,
as amended from time to time. |
| 2. | To approve a grant of options to Mr. Stanley Stern, a non-employee director of the Company. |
| 3. | To approve a grant of options to Mr. Daniel Birnbaum, the chief executive officer of the Company,
and a related amendment to the Company’s compensation policy for its office holders. |
| 4. | To approve a grant of options and a cash bonus to Mr. Daniel Birnbaum, the chief executive officer
of the Company, in the event of a strategic investment, and a related amendment to the Company’s compensation policy for
its office holders. |
| 5. | To approve an amendment to the Company’s 2010 Employee Share Option Plan (the “2010
Plan”) to increase the aggregate number of ordinary shares authorized for issuance thereunder by 580,000 ordinary shares. |
| 6. | To approve and ratify the reappointment of Somekh Chaikin, an independent registered accounting
firm and a member firm of KPMG International, as the Company’s independent auditor for the year ending December 31, 2015
and until the next annual general meeting of shareholders, and to authorize the board of directors, upon recommendation of the
audit committee, to determine their annual compensation. |
| 7. | To consider the audited consolidated financial statements of the Company for the year ended December
31, 2014. |
| 8. | To act upon
such other matters as may properly come before the Meeting or any adjournment or postponement thereof. |
These proposals are
described more fully in the enclosed proxy statement relating to the Meeting (the “Proxy Statement”), which
we urge you to read in its entirety.
The affirmative vote
of the majority of the shares present in person or represented by proxy and voting at the Meeting on each of Proposals 1, 2, 5
and 6 is required to constitute approval of each such proposal.
The approval of each
of Proposals 3 and 4 requires the affirmative vote of the majority of the shares present in person or represented by proxy
and voting at the Meeting on each such proposal, excluding abstentions, provided that either: (i) such majority includes a majority
of the shares voted by shareholders who are not “controlling shareholders” and who do not have a “personal interest”
in the resolution; or (ii) the total number of shares of shareholders who are not controlling shareholders and who do not have
a personal interest in the resolution voted against the resolution does not exceed 2% of the outstanding voting power in the Company.
Shareholders of record
at the close of business on November 23, 2015 (the “Record Date”), are entitled to notice of and to vote at
the Meeting. The Proxy Statement and the proxy card will be mailed on or about November 25, 2015 to the shareholders of record.
If you are unable
to attend the Meeting in person you are asked to complete, date and sign the enclosed form of proxy and return it promptly in the
pre-addressed envelope provided so that it is received by us no later than the time fixed for the Meeting or vote by telephone
or over the Internet if your proxy card describes such voting methods. Your proxy may be revoked at any time before it is voted
if you return a later-dated proxy card or if you vote your shares in person at the Meeting if you are the record holder of the
shares and can provide a copy of a certificate(s) evidencing your shares. If your shares are held in “street name,”
meaning in the name of a bank, broker or other record holder, you must either direct the record holder of your shares on how to
vote your shares or obtain a “legal proxy” from the record holder to vote the shares at the Meeting on behalf of the
record holder.
In accordance with,
and subject to, the provisions of the Companies Law and the regulations promulgated thereunder, certain of our shareholders may
present proposals for consideration at the Meeting by submitting their proposals in writing to the Company no later than November
23, 2015, provided that such proposal is appropriate for consideration by shareholders at the Meeting. Such proposals should be
submitted in writing to us at the following address: SodaStream International Ltd., Gilboa Street, Airport City, Ben Gurion Airport,
7010000 Israel, Attn: Dotan Bar-Natan, Head of Legal Department. If our Board of Directors determines that a shareholder proposal
has been duly and timely received and is appropriate for inclusion in the agenda of the Meeting, we will publish a revised agenda
for the Meeting in accordance with the provisions of the Companies Law and the regulations promulgated thereunder by way of issuing
a press release or furnishing a report on Form 6-K to the U.S. Securities and Exchange Commission, however, the Record Date for
the Meeting will not change.
|
By order of the Board of Directors, |
|
|
|
/s/ Yuval Cohen |
|
Yuval Cohen |
|
Chairman of the Board of Directors |
Airport City, Israel
November 16, 2015
SODASTREAM INTERNATIONAL LTD.
Gilboa Street
Airport City, Ben Gurion Airport 7010000,
Israel
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 2015
We invite you to attend
the Annual General Meeting (the “Meeting”) of shareholders of SodaStream International Ltd. (“SodaStream”
or the “Company”). The Meeting will be held on December 22, 2015 at 5:00 P.M. (Israel time), at SodaStream’s
principal executive offices at Gilboa Street, Airport City, Ben Gurion Airport, Israel.
The shareholders will
be asked to vote on the following proposals at the Meeting, as further detailed below in this proxy statement (the “Proxy
Statement”):
| 1. | To reelect Mr. Stanley Stern as a director of the Company, to serve as a Class II director and
to hold office until the annual general meeting of shareholders to be held in 2018, subject to, and in accordance with, the provisions
of the Israeli Companies Law, 5759-1999 (the “Companies Law”) and the articles of association of the Company,
as amended from time to time. |
| 2. | To approve a grant of options to Mr. Stanley Stern, a non-employee director of the Company. |
| 3. | To approve a grant of options to Mr. Daniel Birnbaum, the chief executive officer of the Company,
and a related amendment to the Company’s compensation policy for its office holders. |
| 4. | To approve a grant of options and a cash bonus to Mr. Daniel Birnbaum, the chief executive officer
of the Company, in the event of a strategic investment, and a related amendment to the Company’s compensation policy for
its office holders. |
| 5. | To approve an amendment to the Company’s 2010 Employee Share Option Plan (the “2010
Plan”) to increase the aggregate number of ordinary shares authorized for issuance thereunder by 580,000 ordinary shares. |
| 6. | To approve and ratify the reappointment of Somekh Chaikin, an independent registered accounting
firm and a member firm of KPMG International, as the Company’s independent auditor for the year ending December 31, 2015
and until the next annual general meeting of shareholders, and to authorize the board of directors, upon recommendation of the
audit committee, to determine their annual compensation. |
Our board of directors
unanimously recommends that you vote “FOR” each of the proposals listed above and described in this Proxy Statement.
In addition, the audited
consolidated financial statements of the Company for the fiscal year ended December 31, 2014, will be presented for discussion
at the Meeting pursuant to the provisions of the Companies Law. These financial statements are available on the Company’s
investor relations website at http://sodastream.investorroom.com or the website of the U.S. Securities
and Exchange Commission (the “SEC”) at www.sec.gov. None of the financial statements, the accompanying
auditors’ report, the contents of the Company’s website, or the information that can be accessed through the Company’s
website, form part of the proxy solicitation materials.
Currently, we are not
aware of any other matters that will come before the Meeting.
Unless you expect to
vote your shares by attending the Meeting, our board of directors is asking that you complete, sign and send in your proxy card,
attached to this Proxy Statement, or vote by telephone or over the Internet in accordance with the instructions on your proxy card
(if your shares are held in “street name” through a bank, broker or other nominee), in order to be represented at the
Meeting or at any adjournment or postponement thereof.
ABOUT THE MEETING
Who Can Vote
You are entitled to
notice of and to vote at the Meeting if you were a shareholder of record at the close of business on November 23, 2015 (the “Record
Date”). We are mailing copies of this Proxy Statement and the proxy card to such shareholders of record on or about November
25, 2015.
If your shares are
registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company of New York, New York,
you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent
directly to you. As the shareholder of record, you have the right to use the proxy card included with this Proxy Statement to grant
your voting proxy directly to the Chief Financial Officer or the Head of Legal Department of the Company or to vote in person at
the Meeting.
You are also entitled
to notice of and to vote at the Meeting if you held our ordinary shares through a bank, broker or other nominee which was one of
our shareholders of record at the close of business on the Record Date, or which appeared in the participant listing of a securities
depository on that date. If your shares are held through a bank, broker or other nominee, they are considered to be held in “street
name” and you are the beneficial owner with respect to those shares. If your shares are held in “street name,”
these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares,
the shareholder of record. As the beneficial owner, you have the right to direct the bank, broker or nominee how to vote your shares
at the Meeting. You also may attend the Meeting. Brokers who hold shares in “street name” for clients typically have
authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The
only item on the Meeting agenda that may be considered routine is Proposal 6 relating to the reappointment of the Company’s
independent registered accounting firm for the fiscal year ending December 31, 2015; however, we cannot be certain whether this
will be treated as a routine matter since our proxy statement is prepared in compliance with the Companies Law rather than the
rules applicable to domestic U.S. reporting companies. Absent specific instructions from the beneficial owner of the shares, brokers
are not allowed to exercise their voting discretion, among other things, with respect to the election of directors or any matter
that relates to executive compensation; and therefore, a “broker non-vote” occurs with respect to such uninstructed
shares. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or
broker how to vote its shares, if the shareholder wants its shares to count for all proposals.
How You Can Vote
Attached is the proxy
card for the Meeting that is being solicited by our board of directors. You can vote your shares by attending the Meeting
or by completing and signing this proxy card. We will not be able to count a proxy card unless we receive it at our principal
executive offices at Gilboa Street, Airport City, Ben Gurion Airport 7010000, Israel, or our registrar and transfer agent receives
it in the enclosed envelope, by no later than the time fixed for the Meeting. If you sign and return the enclosed proxy
card, your shares will be voted in favor of all of the proposed resolutions, whether or not you specifically indicate a “FOR”
vote, unless you abstain or vote against a specific resolution.
In addition, if you
hold your shares in “street name,” then you received this Proxy Statement from the broker, bank or other nominee, along
with the nominee’s voting instruction card which includes voting instructions, including voting by phone or through an Internet
website. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless
you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right
to vote the shares at the Meeting. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed
to exercise their voting discretion on non-routine matters, as described above.
How to Change Your Vote or Revoke
Your Proxy
A shareholder
may revoke a proxy in one of the following ways: (i) by written notice delivered to us at our offices at Gilboa Street, Airport
City, Ben Gurion Airport, 7010000 Israel, Attn: Dotan Bar-Natan, Head of Legal Department, prior to the time of the Meeting canceling
the proxy, (ii) by written notice of the revocation of the proxy delivered at the Meeting to the Chairperson of the Meeting, or
(iii) by attending and voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation
of a proxy.
If you hold shares
in “street name” you must contact your bank, broker or other nominee to revoke any prior voting instructions.
Quorum and Required Vote
As of October 31, 2015,
there were 21,038,428 ordinary shares outstanding. Each ordinary share is entitled to one vote upon each of the matters to
be presented and voted on at the Meeting.
As a foreign private
issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements of The Nasdaq Stock
Exchange rules (the “Nasdaq Rules”), provided that we disclose those Nasdaq Rules with which we do not comply
and the equivalent Israeli requirement that we follow instead. We currently rely on this “foreign private issuer exemption”
with respect to the quorum requirement for meetings of our shareholders. As permitted under the Companies Law, pursuant to our
articles of association, the quorum required for an ordinary meeting of shareholders, such as the Meeting, consists of at least
two shareholders present in person, by proxy or, for certain types of shareholders’ resolutions, by written ballot, who hold
or represent between them at least 25% of the voting power of our shares, instead of 33 1/3% of the issued share capital provided
under the Nasdaq Rules.
In addition, if a quorum
is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week (to the
same day, time and place), or to a day, time and place proposed by the chairman of our board of directors with the consent of the
majority of the voting power represented at the Meeting in person or by proxy and voting on the adjournment. Any number of shareholders
who attend an adjourned meeting in person or by proxy will constitute a quorum, regardless of the number of shares they hold or
represent.
Abstentions and “broker
non-votes” are counted as present and entitled to vote for purposes of determining a quorum. They will not, however, be treated
as either a vote “FOR” or “AGAINST” a proposal.
The affirmative vote
of the majority of the shares present in person or represented by proxy and voting at the Meeting on each of Proposals 1, 2, 5
and 6 at the Meeting is required to constitute approval of each such proposal.
The approval of each
of Proposals 3 and 4 requires the affirmative vote of the majority of the shares present in person or represented by proxy
and voting at the Meeting on each such proposal, excluding abstentions, provided that either: (i) such majority includes a majority
of the shares voted by shareholders who are not “controlling shareholders” and who do not have a “personal interest”
in the resolution; or (ii) the total number of shares of shareholders who are not controlling shareholders and who do not have
a personal interest in the resolution voted against the resolution does not exceed 2% of the outstanding voting power in the Company.
Under applicable
Israeli law, in order for a vote on Proposals 3 and 4 to be counted, the voting shareholder must indicate whether or not he or
she has a personal interest in the resolutions under such proposals. In order to avoid confusion in the voting and tabulation process
of shareholders’ votes, a shareholder who signs and returns a proxy card will be deemed to be confirming that such shareholder
does not have a personal interest in the resolutions under Proposals 3 and 4 and is not a controlling shareholder. If you are unable
to make the certification, please contact the Company’s Head of Legal Department, Mr. Dotan Bar-Natan, for instructions on
how to vote at +972-3-976-2309 or, if you hold your shares in “street name,” please instruct the representative
managing your account to contact us on your behalf.
The term “controlling
shareholder” means a shareholder who has the ability to direct the activities of the Company, other than by virtue of
being an office holder. A shareholder is presumed to be a Controlling Shareholder if the shareholder holds 50% or more of the voting
rights in the Company or has the right to appoint the majority of the directors of the Company or its chief
executive officer (referred to in the Companies Law as the general manager). In addition, the term controlling shareholder
includes any shareholder that holds 25% or more of the voting rights of the Company if no other shareholder holds more than 50%
of the voting rights in the Company. For purposes of determining the holding percentage stated above, two or more shareholders
who have a personal interest in a transaction that is brought for approval are deemed as joint holders. As of the date hereof,
the Company is not aware of any controlling shareholders.
A
“personal interest” of a shareholder is defined as: (1) such shareholder’s personal interest in an act
or a transaction of the Company, including (i) a personal interest of such shareholder’s relative, and (ii) a personal interest
of a corporation in which such shareholder or any of his/her relatives serves as a director or the chief executive officer, owns
at least five percent (5%) of its issued share capital or its voting rights or has the right to appoint a director or chief executive
officer, but excluding a personal interest arising solely from the holding of shares in the Company. A personal interest includes
the personal interest of either the proxy holder (whether or not the shareholder granting the proxy has a personal interest) or
the shareholder granting the proxy, in each case, whether or not the proxy holder has discretion how to vote in the matter. The
term “relative” means a shareholder’s spouse,
sibling, parent, grandparent or descendant and the spouse’s sibling, parent or descendant; and the spouse of each of the
foregoing persons.
Who Will Bear Proxy Solicitation
Costs
The original solicitation
of proxies by mail and email may be further supplemented by solicitation by telephone, mail, email and other means by certain of
our officers, directors and employees, but they will not receive additional compensation for these services. We will bear the cost
of the solicitation of the proxy cards, including postage, printing and handling, and will reimburse the reasonable expenses of
brokerage firms and others for forwarding materials to beneficial owners of our ordinary shares. We may also retain an independent
contractor to assist in the solicitation of proxies. If retained for such services, the costs of the contractor will be paid by
us.
Voting Results
We
will publish the results of the Meeting on a Form 6-K that will be furnished to the SEC.
Availability of Proxy Materials
Copies of the proxy
card, the notice of the Meeting and this Proxy Statement are available at http://sodastream.investorroom.com. The
contents of that website, or the information that can be accessed through that website, are not a part of this Proxy Statement.
BENEFICIAL OWNERSHIP OF SECURITIES
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth information with respect to the beneficial ownership of our shares as of October 31, 2015 by:
| · | each person or entity known by us to beneficially own 5% or more of our outstanding ordinary shares; |
| · | each of our executive officers; |
| · | each of our directors; and |
| · | all of our executive officers and directors as a group. |
For the purpose of
calculating the percentage of shares beneficially owned by any shareholder, this table lists the applicable percentage ownership
based on 21,038,428 ordinary shares outstanding as of October 31, 2015.
Unless otherwise indicated
below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except
to the extent that authority is shared by spouses under community property laws. Unless otherwise indicated, the address of each
beneficial owner is c/o SodaStream International Ltd., Gilboa Street, Airport City 7010000, Israel.
Name of Beneficial Owner | |
Shares Beneficially Owned | |
| |
Number(1) | | |
Percentage(2) | |
FMR LLC and Affiliates (3) | |
| 1,898,655 | | |
| 9.0 | % |
Real Property International Limited (4) | |
| 1,270,008 | | |
| 6.0 | % |
Executive officers and directors | |
| | | |
| | |
Yuval Cohen | |
| * | | |
| * | |
Eytan Glazer | |
| * | | |
| * | |
Lauri A. Hanover | |
| * | | |
| * | |
David Morris (5) | |
| * | | |
| * | |
Stanley Stern | |
| - | | |
| - | |
Daniel Birnbaum (6) | |
| 543,420 | | |
| 2.5 | % |
Daniel Erdreich | |
| * | | |
| * | |
Shmuel Perez | |
| * | | |
| * | |
Eyal Shohat | |
| * | | |
| * | |
Mika Mazor | |
| * | | |
| * | |
Yaron Kopel | |
| * | | |
| * | |
Amir Eyal | |
| * | | |
| * | |
All executive officers and directors as a group (12 persons) (7) | |
| 848,317 | | |
| 3.9 | % |
* Less than 1%.
(1) Beneficial ownership is determined
in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting or investment power with respect to those securities and include shares subject to options that are exercisable
within 60 days after October 31, 2015.
(2) If a shareholder has the right to acquire
shares by exercising options that are exercisable within 60 days after October 31, 2015, these shares are deemed outstanding for
the purpose of computing the percentage owned by the specific shareholder, but they are disregarded for the purpose of computing
the percentage owned by any other shareholder.
(3) Based on a Schedule 13G/A filed
with the SEC on February 14, 2014, by FMR LLC (“FMR”). Consists of 1,886,755 shares beneficially owned by Fidelity
Management & Research Company (“Fidelity”) in its capacity as an investment adviser to various investment
companies and 11,900 shares beneficially owned by Pyramis Global Advisors Trust Company (“PGATC”) in its capacity
as an investment manager of institutional accounts owning such shares. Fidelity is a wholly-owned subsidiary of FMR and PGATC is
an indirect wholly-owned subsidiary of FMR. Members of the family of Edward C. Johnson 3d, Chairman of FMR, directly or through
trusts, own approximately 49% of the voting power of FMR and may be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. Edward C. Johnson 3d and FMR each has sole dispositive power over 1,886,755 shares and sole
voting and dispositive power over 11,900 shares. The principal address of FMR and Fidelity is 82 Devonshire Street, Boston, Massachusetts
02109. The principal address of PGATC is 900 Salem Street, Smithfield, Rhode Island 02917.
(4) Based on a Schedule 13G/A filed
with the SEC on February 11, 2015. Includes 546,842 shares beneficially owned by Real Property International Limited, a British
Virgin Islands company (which changed its name from “Real Property Investments Limited” and its domicile from Liberia),
and 723,166 shares beneficially owned by Real Property Investment (Guernsey) Limited, a Guernsey company (each, a “Reporting
Person”). The shares of each Reporting Person are held by Line Holdings Limited and Line Nominees Limited as bare nominees
for Line Trust Corporation Limited, a professional trustee company, in its capacity as trustee of a discretionary settlement constituted
under the laws of Gibraltar, with the potential beneficiaries being certain of the remoter issue of Conrad Morris, who is the father
of David Morris, one of our directors. The principal address of each Reporting Person is 237 Main Street, Gibraltar, GX11 1AA.
(5) The address for Mr. Morris is
c/o KDM Partners LLP, 58 Queen Anne St., London W1G 8HW.
(6) Consists of 143,420 shares
purchased in open market transactions and options to purchase 400,000 shares which are currently exercisable or exercisable
within 60 days of October 31, 2015.
(7) Consists of 151,519 shares,
options to purchase 669,626 shares and 27,172 restricted share units which are currently exercisable or have vested or
exercisable or will become vested within 60 days of October 31, 2015.
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS
AND DIRECTORS
For information about
the compensation, on an individual basis, of our five most highly compensated office holders during or with respect to the year
ended December 31, 2014, as required by regulations promulgated under the Companies Law, please see “Item 6.B.” in
our annual report on Form 20-F for the year ended December 31, 2014, filed with the SEC on April 20, 2015.
CORPORATE GOVERNANCE
Board of Directors
Our board of directors
currently consists of six directors: Mr. Yuval Cohen, Mr. Daniel Birnbaum, Mr. Eytan Glazer, Ms. Lauri A. Hanover, Mr. David Morris
and Mr. Stanley Stern. Mr. Glazer and Ms. Hanover serve as our external directors. Our articles of association provide that our
board of directors may include between five and nine directors. Removal of any director prior to the expiration of his or her term
requires the vote of the holders of two-thirds of our voting shares, except as provided by applicable law.
The following table
sets forth information about the directors of the Company as of the date of this Proxy Statement:
Name |
|
Age |
|
Position |
Yuval Cohen |
|
53 |
|
Chairman |
Daniel Birnbaum |
|
53 |
|
Director and Chief Executive Officer |
Eytan Glazer |
|
53 |
|
Director |
Lauri A. Hanover |
|
56 |
|
Director |
David Morris |
|
46 |
|
Director |
Stanley Stern |
|
58 |
|
Director |
Under our articles
of association, our directors (other than the external directors, whose appointment is required under the Companies Law) are divided
into three classes. Each class of directors is to consist, as nearly as possible, of one-third of the total number of directors
constituting the entire board of directors (other than the external directors). At each annual general meeting of our shareholders,
the election or reelection of directors following the expiration of the term of office of the directors of that class of directors
will be for a term of office that expires on the third annual general meeting following such election or reelection, such that,
each year the term of office of only one class of directors will expire. Each such director will hold office until the annual general
meeting of our shareholders for the year in which his or her term expires, unless his or her tenure expires or terminates earlier
pursuant to the Companies Law or our articles of association. The term of Class II directors, consisting of Messrs. Yuval Cohen
and Stanley Stern, expires at the Meeting. Class I directors, consisting of Mr. Daniel Birnbaum, will hold office until our annual
general meeting of shareholders to be held in 2017. Class III directors, consisting of Mr. Morris, will hold office until
our annual general meeting of shareholders to be held in 2016. The current term of office of each of our external directors is
scheduled to end on February 7, 2017. Mr. Stanley Stern is standing for reelection as a Class II director to hold office until
our annual general meeting of shareholders to be held in 2018. Further to his request, Mr. Yuval Cohen will not be standing for
reelection at the Meeting. Our board of directors has resolved that, if reelected at the Meeting, Mr. Stanley Stern will be appointed
as chairman of the board of directors commencing as of the date of the Meeting.
Director Compensation
We pay each of our
non-employee directors an annual cash retainer of $30,000, a per meeting fee of $500 for any board or committee meeting attended
and a fee of $250 for each action by written consent of the board or a committee thereof. Mr. Yuval Cohen, as the chairman of our
board of directors, receives an annual cash retainer of $60,000. We reimburse all of our directors for expenses arising from their
board membership duties and they are entitled to exculpation, indemnification and insurance to fullest extent permitted by applicable
law and our articles of association. Mr. Birnbaum, who serves as our chief executive officer, does not receive additional compensation
for his role as a director of our Company. He is, however, entitled to the terms of exculpation, indemnification and insurance
to the fullest extent permitted by the Companies Law and our articles of association and for reimbursement of any expenses arising
from his directorship and service as an officer of the Company.
BOARD COMMITTEES
Our audit committee,
compensation committee and nominating and governance committee each consists of Ms. Hanover and Messrs. Glazer and Morris. The
chairperson of the audit committee and the compensation committee is Ms. Hanover. The chairperson of the nominating and governance
committee is Mr. Glazer.
BOARD AND COMMITTEE MEETINGS
During the fiscal year
2014, our board of directors held 20 meetings, our audit committee held six meetings, our compensation committee held seven meetings
and our nominating and governance committee held one meeting, in each case, including actions by written consent, where applicable.
Each of our directors attended 100% of the aggregate number of board of directors or committee meetings, as applicable, held during
the time he or she was serving as a director, except that two of our directors each missed one board of directors meeting.
DIRECTOR INDEPENDENCE
Our board of directors
has determined that each of Mr. David Morris, Mr. Eytan Glazer, Ms. Lauri A. Hanover and Mr. Stanley Stern satisfies the independent
director requirements under the Nasdaq Rules and the rules of the SEC. As such, a majority of the Company’s board of directors
is comprised of independent directors as such term is defined in the Nasdaq Rules and the rules of the SEC. In addition, Ms. Hanover
and Messrs. Glazer and Morris are independent as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of
1934, as amended, and under the Nasdaq Rules applicable to members of audit committees and compensation committees.
BIOGRAPHICAL INFORMATION CONCERNING OUR
DIRECTORS
Biographical information
concerning each of our continuing directors, who are not standing for reelection at the Meeting is set forth below and biographical
information concerning Mr. Stanley Stern, the nominee for reelection as a Class II director, is set forth below under Proposal
No. 1 “Reelection of Mr. Stern as a Director of Sodastream.” Biographical information concerning Mr. Yuval Cohen, whose
term of office expires at the Meeting and, further to his request, will not be standing for reelection at the Meeting, can be found
in “Item 6.A.” in our annual report on Form 20-F for the year ended December 31, 2014, filed with the SEC on April
20, 2015.
Continuing Non-External Directors
Daniel Birnbaum
has served as our chief executive officer since January 2007 and as a member of our board of directors since November 2010. From
2003 to 2006, Mr. Birnbaum was the general manager of Nike Israel. Mr. Birnbaum was a founding member of Nuvisio Corporation, a
technology start-up company, and served as its chief executive officer from 1999 to 2002. In 1995, Mr. Birnbaum established Pillsbury
Israel and served as its chief executive officer until 1999. Mr. Birnbaum holds a B.A. from The Hebrew University of Jerusalem
and an M.B.A. from Harvard Business School.
David Morris
has served as a member of our board of directors since October 2010. Mr. Morris served as an observer on our board of directors
from 2002 to 2006 and, since 2007, served as an alternate director to his father, the late Conrad Morris, one of the early and
active investors in Soda Club NV, our predecessor company. Mr. Morris is an advisor to a group of companies with extensive business
and property investments. Additionally, he manages an extensive property portfolio in the United Kingdom and the Ukraine. Mr. Morris
is a director of PC Clothing Ltd. and is a partner at K.D.M. Partners LLP, both in the United Kingdom. He is also involved in numerous
charitable and community endeavors in Europe and Israel. Mr. Morris holds a B.A. in Business Studies from the University of Westminster.
Continuing External Directors
Eytan Glazer
has served as a member of our board of directors since November 2010. Mr. Glazer is one of our external directors. Since 2008,
Mr. Glazer has been investing in, and actively involved with, several early stage ventures, providing strategic guidance, business
development services and assistance with financings. From 1998 through 2008, Mr. Glazer was the founder and served as the chief
executive officer of TippCom Ltd., which was sold to Unicell Advanced Cellular Solutions Ltd. in 2008. Prior to 1998, Mr. Glazer
served as vice president of marketing of SPL World Group, Inc. Mr. Glazer holds a B.Sc. in Computer Science and Economics from
Bar-Ilan University and an M.B.A. from Harvard Business School.
Lauri A. Hanover
has served as a member of our board of directors since November 2010. Ms. Hanover is one of our external directors. Since August
2013, Ms. Hanover has served as the chief financial officer of Netafim Ltd. Between May 2009 and July 2013, she served as executive
vice president and chief financial officer of Tnuva Group. From January 2008 through April 2009, she served as chief executive
officer of Gross, Kleinhendler, Hodak, Halevy and Greenberg & Co., an Israeli law firm. From August 2004 through December 2007,
she served as senior vice president and chief financial officer of Lumenis Ltd., a medical device company, and from 2000 to 2004,
she served as corporate vice president and chief financial officer of NICE Systems Ltd., an interaction and transaction analytics
company. From 1997 to 2000, she served as executive vice president and chief financial officer of Sapiens International Corporation
N.V. From 1984 to 1997, Ms. Hanover served in a variety of financial management positions, including corporate controller at Scitex
Corporation Ltd., and from 1981 to 1984 as financial analyst at Philip Morris Inc. (Altria). Ms. Hanover currently serves as an
external director of Kornit Digital Ltd. (Nasdaq:KRNT) and previously served as an external director of Nova Measuring Instruments
Ltd. and Ellomay Capital Ltd. Ms. Hanover holds a B.S. in Finance from the Wharton School of Business and a B.A. from the College
of Arts and Sciences, both of the University of Pennsylvania. Ms. Hanover also holds an M.B.A. from New York University.
PROPOSAL
NO. 1
REELECTION OF MR. STERN AS A DIRECTOR
OF SODASTREAM
Background
Our shareholders are
asked to reelect Mr. Stanley Stern as a Class II director to hold office until our annual general meeting of shareholders to be
held in 2018.
Our board of directors,
following the recommendation of our nominating and governance committee, has nominated Mr. Stanley Stern for reelection to serve
as a Class II director of the Company, such office to expire at the annual general meeting of our shareholders to be held in 2018.
Mr. Stern has consented
to being named in this Proxy Statement and informed us that he is willing to continue serving as a director if reelected.
In accordance with
the Companies Law, Mr. Stern has certified to us that he satisfies all of the requirements of the Companies Law to serve as a director
of a public company.
Biographical Information Concerning
Mr. Stern, Director Standing for Reelection
Stanley Stern
has served as a member of our board of directors since February 2015. Since February 2013, Mr. Stern has served as the president
of Alnitak Capital Partners, a private merchant bank and strategic advisory firm. Since December 2012, Mr. Stern has served as
chairman of the board of directors of AudioCodes Ltd. (Nasdaq:AUDC). He also currently serves on the board of directors of Foamix
Pharmaceuticals Ltd. (Nasdaq:FOMX) and Ekso Bionics (OTCQB:EKSO). Mr. Stern has over 30 years of experience as an investment
banker, holding positions at Salomon Brothers, C.E. Unterberg, STI Ventures, and between 1982 and 1999, and again between 2004
and 2013, at Oppenheimer & Co., including as managing director and head of investment banking, technology, Israeli banking
and Financial Institutions Groups (FIG). From 2012 until its sale in 2014, he served as a director of Given Imaging Ltd., a medical
device company. From 2002 until 2013, Mr. Stern served as a director of Tucows, Inc., a publicly traded internet service provider,
including as chairman of the board of directors from 2002 until 2012. From 2005 until its sale in 2011, he served as a director
and chairman of the audit committee of Fundtech Ltd., and from 2004 until 2009, Mr. Stern served as a director of Odimo Inc. (DBA
Diamond.com), an online jewelry vendor. Mr. Stern holds an M.B.A. from Harvard Business School and a B.A. from Queens College.
Required Vote
The affirmative vote
of the holders of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding
abstentions) is required to approve the resolution set forth below.
Proposed Resolution
It is proposed that
at the Meeting the following resolution be adopted:
“RESOLVED, that
Mr. Stanley Stern be, and hereby is, reelected to serve as a Class II member of the board of directors of SodaStream International
Ltd., until the annual general meeting of shareholders in 2018, effective immediately.”
Our board of directors unanimously recommends
that you vote “FOR” the proposed resolution.
PROPOSAL NO. 2
APPROVAL OF A GRANT OF OPTIONS TO
MR. STANLEY STERN,
A NON-EMPLOYEE DIRECTOR OF THE COMPANY
Background
Under the Companies
Law, remuneration of the members of our board of directors requires, in addition to the approval of our compensation committee
and board of directors, shareholder approval. The grant of options to Mr. Stanley Stern, as described below, has been approved
by our compensation committee and board of directors, and, in accordance with the Companies Law, requires approval by our shareholders.
In December 2010,
in connection with our initial public offering, each of our non-employee directors, including our external directors, were granted
options to purchase 30,000 of our ordinary shares and, in addition, each of our non-employee directors was also granted options
to purchase 20,000 of our ordinary shares in December 2013. It is proposed that Mr. Stanley Stern, who was appointed as a director
of the Company in February 2015, and is a non-employee director, be granted options as described below.
Grant of Options
Our shareholders
are asked to approve a grant of options to Mr. Stanley Stern to purchase 30,000 of our ordinary shares (the “Director
Options”). The date of grant of the Director Options will be November 9, 2015, the date our board of directors approved
the grant (the “Director Options Date of Grant”) and the exercise price will be $15.49, which was the closing
price of our ordinary shares on the Director Options Date of Grant. The Director Options will be granted under our 2010 Plan and
will vest over three years in equal installments on the first, second and third anniversaries of the Director Options Date of Grant.
The exercise period of the Director Options will be five years from the Director Options Date of Grant.
Required Vote
The affirmative vote
of the holders of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding
abstentions) is required to approve the resolution set forth below.
Proposed Resolution
It is proposed that
at the Meeting the following resolution be adopted:
“RESOLVED,
that the grant of options to purchase 30,000 ordinary shares of the Company to Mr. Stanley Stern, a non-employee director, as described
in SodaStream International Ltd.’s Proxy Statement, dated November 16, 2015 be, and hereby is, approved.”
Our board of directors unanimously recommends
that you vote “FOR” the proposed resolution.
PROPOSAL
NO. 3
APPROVAL OF A GRANT OF OPTIONS TO
THE COMPANY’S CHIEF EXECUTIVE
OFFICER,
Mr. Daniel Birnbaum, AND A RELATED AMENDMENT TO THE
COMPANY’S COMPENSATION POLICY FOR ITS OFFICE HOLDERS
Background
At the Meeting, the
shareholders will be asked to approve a grant of options to our chief executive officer (the “CEO”), Mr. Daniel
Birnbaum, and to approve a related amendment to our compensation policy for our office holders.
Under the Companies
Law, arrangements regarding the compensation of a director in a public company, including compensation relating to any other position
in the company held by the director, require the approval of the company’s compensation committee, board of directors and
shareholders. Mr. Birnbaum serves as both a director and the CEO of the Company. The grant of options to our CEO, as described
below, has been approved by our compensation committee and board of directors, and, in accordance with the Companies Law, requires
approval by our shareholders.
Our compensation committee
and board of directors approved the grant of options described below as they believe that, together with the current terms of Mr.
Birnbaum’s compensation, it would serve as an appropriate long-term retention and performance incentive and to advance the
objectives of the Company, its work plan and long-term strategy. In approving the grant of options, our compensation committee
and board of directors considered, among other factors, the following:
| (i) | that Mr. Birnbaum currently holds options to purchase 715,000 of our ordinary shares, which were
granted between 2010-2012, and does not hold any other equity awards. The satisfaction of the conditions for the vesting of 315,000
of said options (i.e., our achieving a performance condition of a weighted revenue-EBITDA measurement based on our aggregate annual
revenue and EBITDA at the end of each of the years from 2012 through 2015, and our aggregate revenue and EBITDA included in our
annual approved budget), which were granted under our long-term incentive plan which applies to Mr. Birnbaum that was adopted in
December 2012 (the “LTIP”) is highly unlikely. In addition, 505,000 of the options that Mr. Birnbaum currently
holds (including the 315,000 options under the LTIP) are considerably “out of the money” as they have exercise prices
exceeding $35.00 (the “Underwater Options”).
The remaining 210,000 options currently held by Mr. Birnbaum were granted in 2010 in connection with the Company’s initial
public offering; |
| (ii) | their conclusion that the LTIP and the other current terms of Mr. Birnbaum’s compensation
do not adequately serve as appropriate long-term retention or performance incentives; |
| (iii) | that Mr. Birnbaum, as a show of confidence in the Company’s long-term prospects, did not
exercise any of the options granted to him in 2010, even though he could have exercised such options and sold the underlying shares
and realized a significant profit; |
| (iv) | Mr. Birnbaum’s education, performance, skills, characteristics and his knowledge of the Company
and the home beverage carbonation industry; and |
| (v) | his leading role in connection with the Company’s growth plan. |
Grant of Options
Our shareholders are
asked to approve a grant of options to the CEO to purchase 600,000 of our ordinary shares (the “Options”). 190,000
of the Options will be in lieu of 190,000 of the Underwater Options, comprised of 135,000 vested options under the LTIP and 55,000
vested options which were granted in November 2011, which will be cancelled. The date of grant of the Options will be November
9, 2015, the date our board of directors approved the grant (the “Date of Grant”) and the exercise price will
be $15.49, which was the closing price of our ordinary shares on the Date of Grant. The exercise period of the Options will be
five years from the Date of Grant. The Options will be granted under our 2010 Plan and will vest over three years as follows:
| (i) | 200,000 of the Options will vest on the Date of Grant; |
| (ii) | 200,000 of the Options will vest on the first anniversary of the Date of Grant, provided, however,
that if during the period between the Date of Grant and the first anniversary of the Date of Grant the “price per share”
(as defined below) equals or exceeds $22.00, then such options to purchase 200,000 of the Company’s ordinary shares will
immediately vest and become exercisable; and |
| (iii) | 200,000 of the Options will vest on the second anniversary of the Date of Grant, provided, however,
that if during the period between the first anniversary of the Date of Grant and the second anniversary of the Date of Grant the
price per share (as defined below) equals or exceeds $27.00, then such options to purchase 200,000 of the Company’s ordinary
shares will immediately vest and become exercisable. |
The Date of Grant and
the first and second anniversaries of the Date of Grant shall be referred to as the “vesting dates” and each
a “vesting date”.
The term “price
per share” means (i) the average closing price of our ordinary shares on The NASDAQ Stock Market over any 15 consecutive
trading days commencing on and including a vesting date, (ii) if our ordinary shares are not quoted on The NASDAQ Stock Market,
then the average closing price of our ordinary shares over any 15 consecutive trading days from a vesting date on such other established
stock exchange or national market system on which our ordinary shares are principally (as determined by our board of directors)
traded, (iii) if our ordinary shares are not quoted on an established stock exchange or national market system, but are quoted
in an over-the-counter market, then the average of the closing bid and asked prices for our ordinary shares in that market over
any 15 consecutive trading days from a vesting date, and (iv) if our ordinary shares are not then listed on a stock exchange, national
market system or quoted in an over-the-counter market, then the fair market value of our ordinary shares as determined by our board
of directors.
In the event of any
stock split, reverse stock split, issuance of bonus shares, share dividend of our shares, share exchange or combination or other
similar recapitalization events, the stated prices per share above shall be adjusted to reflect such event.
Change of Control
In the event of a “change
of control” (as defined below) that either does not require our board of directors’ approval or requires approval of
our board of directors and which has been granted, then all of the then outstanding Options will become immediately vested and
exercisable as of the date on which the change of control becomes effective,
regardless of the price per share.
The term “change
of control” means any event resulting in any of the following: (i) a party becoming, directly or indirectly, the holder
of 50.01% of our outstanding share capital, (ii) a party gaining the authority to appoint the majority of the members of our board
of directors, or (iii) a party having the authority to dismiss and/or appoint our chief executive officer.
Death or Disability
In the event of the
CEO’s death, all of the then outstanding Options will become immediately vested and exercisable as of the date of death,
regardless of the price per share.
In the event of the
CEO’s “disability,” all of the then outstanding Options will become immediately vested and exercisable as of
the date of the disability or his resignation due to disability, regardless of the price per share, unless our board of directors
determines, in its sole discretion, following the recommendation of our compensation committee, that there are special circumstances
that justify otherwise. The term “disability” means a permanent medical condition or one that lasts more than
180 days that makes it impossible for the CEO to fulfill his role and duties to the Company.
Amendment to the Compensation Policy
Under the Companies
Law, companies incorporated under the laws of the State of Israel whose shares are listed for trading on a stock exchange or have
been offered to the public in or outside of the State of Israel, such as us, are required to adopt a policy governing the compensation
of “office holders” (as defined in the Companies Law). Following the recommendation of our compensation committee and
approval by our board of directors, our shareholders approved such a compensation policy at our annual general meeting of shareholders
held in December 2013. The terms of employment and compensation of our CEO, including the terms approved at the annual general
meeting of our shareholders held on December 20, 2012, and as described in the Company’s proxy statement, as amended, furnished
to the SEC on November 23, 2012, are incorporated by reference in our compensation policy for office holders. Accordingly, further
to the recommendation of our compensation committee and approval by our board of directors, our shareholders are asked to approve
an amendment to our compensation policy for office holders such that the grant of Options shall also be incorporated by reference
in our compensation policy. The proposed changes to our compensation policy for office holders are set forth in Appendix
A to this Proxy Statement, with additions indicated by underlined text and deletions indicated by strikethrough text.
Required Vote
The affirmative vote
of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding abstentions)
is required to approve the resolution set forth below, provided that either: (i) such majority includes a majority of the shares
voted by shareholders who are not controlling shareholders and who do not have a personal interest in the resolution; or (ii) the
total number of shares of shareholders who are not controlling shareholders and who do not have a personal interest in the resolution
voted against the resolution does not exceed 2% of the outstanding voting power in the Company.
Under applicable
Israeli law, in order for a vote on Proposal 3 to be counted, the voting shareholder must indicate whether or not he or she has
a personal interest in the resolution under such proposal. In order to avoid confusion in the voting and tabulation process of
shareholders’ votes, a shareholder who signs and returns a proxy card will be deemed to be confirming that such shareholder
does not have a personal interest in the resolution under Proposal 3 and is not a controlling shareholder. If you are unable to
make the certification, please contact the Company’s Head of Legal Department, Mr. Dotan Bar-Natan, for instructions on how
to vote at +972-3-976-2309 or, if you hold your shares in “street name,” please instruct the representative
managing your account to contact us on your behalf.
The approval of this
Proposal 3 is contingent upon the approval of Proposal 5 below relating to the amendment to the 2010 Plan to increase the aggregate
number of ordinary shares authorized for issuance thereunder.
Proposed Resolution
It is proposed that at the Meeting
the following resolution be adopted:
“RESOLVED, that
the grant of options to SodaStream International Ltd.’s chief executive officer, Mr. Daniel Birnbaum, and the related amendment
to the compensation policy as described in SodaStream International Ltd.’s Proxy Statement, dated November 16, 2015, be,
and hereby are, approved.”
Our board of directors
unanimously recommends that you vote “FOR” the proposed resolution.
PROPOSAL NO. 4
APPROVAL
OF a grant of options and a cash bonus to the Company’s
chief executive officer, Mr. Daniel Birnbaum, in the event of a
strategic
investment and a related amendment to the Company’s
compensation policy for its office holders
Background
Our shareholders are
asked to approve a grant of options and a cash bonus to our CEO, in the event of a “strategic investment” (as defined
below) in the Company, and to approve a related amendment to our compensation policy for our office holders.
Under the Companies
Law, arrangements regarding the compensation of a director in a public company, including compensation relating to any other position
in the company held by the director, require the approval of the company’s compensation committee, board of directors and
shareholders. Mr. Birnbaum serves as both a director and the CEO of the Company. The grant of options and a cash bonus to our CEO
in the event of a strategic investment, as described below, has been approved by our compensation committee and board of directors,
and, in accordance with the Companies Law, requires approval by our shareholders.
In approving the grant
of options and cash bonus described below, our compensation committee and board of directors considered, among other factors, the
following: (i) that a strategic investment would likely bring value to the Company and its shareholders and that if a strategic
investment is made while Mr. Birnbaum is serving as the Company’s CEO, then the grant of options and cash bonus described
below would be appropriate recognition therefor and in particular for his efforts to bring about such strategic investment and
(ii) that the grant of options and cash bonus described below would serve to advance the objectives, work plan and long-term strategy
of the Company.
A “strategic
investment” means an investment in shares of the Company by a third party who is not a director or officer of the Company
or an affiliate of any of the foregoing, in a transaction or a series of related transactions, in the aggregate amount of not less
than $25.0 million and regarding which, in the reasonable judgment of the board of directors of the Company, the identity of such
investor or such investor would make a contribution to the prospects of the Company beyond the actual sum for the purchase of the
shares of the Company. Shares issued or issuable pursuant to the exercise of a warrant (or similar security) shall not be counted
for the purposes of the investment amount at the closing of a strategic investment for the foregoing purposes.
Grant of Options
Our shareholders are
asked to approve, in the event of a strategic investment, a grant of options to our CEO, Mr. Daniel Birnbaum, to purchase 200,000
of our ordinary shares (the “Bonus Options”), provided that Mr. Birnbaum is serving as the Company’s CEO
at the time of the closing of the strategic investment. The date of grant of the Bonus Options will be the closing of the strategic
investment (the “Bonus Options Date of Grant”) and the exercise price will be the price per share paid by the
investor at the closing of the strategic investment. The exercise period of the Bonus Options will be five years from the Bonus
Options Date of Grant. The Bonus Options will be granted under our 2010 Plan and will vest over three years as follows:
| (i) | 66,667 of the Bonus Options will vest on the first year anniversary of the Bonus Options Date of
Grant; and |
| (ii) | 133,333 of the Bonus Options will vest over the two years following the first anniversary of the
Bonus Options Date of Grant as follows: |
| a. | 16,667 Bonus Options will vest on the last day of each of the first seven three-month periods following
the first anniversary of the Bonus Options Date of Grant (for a total of 116,669 options); and |
| b. | the remaining 16,664 Bonus Options will vest at the end of the eighth three-month period following
the first anniversary of the Bonus Options Date of Grant. |
Change of Control
In the event of a “change
of control” (as defined under Proposal 3 above) that either does not require our board of directors’ approval or requires
approval of our board of directors and which has been granted, following a strategic investment, then all of the then outstanding
Bonus Options will become immediately vested and exercisable as of the date on which the change of control becomes effective.
If the strategic investment results in a change of control, the Bonus Options will become immediately vested and exercisable
upon the grant thereof.
Death or Disability
In the event of the
CEO’s death, all of the then outstanding Bonus Options will become immediately vested and exercisable as of the date of death.
In the event of the
CEO’s disability (as defined under Proposal 3 above), all of the then outstanding Bonus Options will become immediately vested
and exercisable as of the date of the disability or his resignation due to disability, unless our board of directors determines,
in its sole discretion, following the recommendation of our compensation committee, that there are special circumstances that justify
otherwise.
Cash Bonus
Our shareholders are
further asked to approve, in the event of a strategic investment, a cash bonus to Mr. Birnbaum in an amount equal to 1.0% of the
cash amount invested by the investor at the closing of the strategic investment, up to a maximum bonus amount of $500,000 (the
“Cash Bonus”), provided that Mr. Birnbaum is serving as the Company’s CEO at the time of the closing of
the strategic investment. The Cash Bonus will be paid to Mr. Birnbaum within 60 days following the closing of the strategic investment.
Shares issued or issuable pursuant to the exercise of a warrant (or similar security) shall not be counted for the purposes of
the investment amount at the closing of a strategic investment for the foregoing purposes.
Amendment to the Compensation Policy
Under the Companies
Law, companies incorporated under the laws of the State of Israel whose shares are listed for trading on a stock exchange or have
been offered to the public in or outside of the State of Israel, such as us, are required to adopt a policy governing the compensation
of “office holders” (as defined in the Companies Law). Following the recommendation of our compensation committee and
approval by our board of directors, our shareholders approved such a compensation policy at our annual general meeting of shareholders
held in December 2013. The terms of employment and compensation of our CEO, including the terms approved at the annual general
meeting of our shareholders held on December 20, 2012, and as described in the Company’s proxy statement, as amended, furnished
to the SEC on November 23, 2012, are incorporated by reference in our compensation policy for office holders. Accordingly, further
to the recommendation of our compensation committee and approval by our board of directors, our shareholders are asked to approve
an amendment to our compensation policy for office holders such that the grant of Bonus Options and the Cash Bonus shall also be
incorporated by reference in our compensation policy. The proposed changes to our compensation policy for office holders are set
forth in Appendix A to this Proxy Statement, with additions indicated by underlined text and deletions indicated
by strikethrough text.
Required Vote
The affirmative vote
of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding abstentions)
is required to approve the resolution set forth below, provided that either: (i) such majority includes a majority of the shares
voted by shareholders who are not controlling shareholders and who do not have a personal interest in the resolution; or (ii) the
total number of shares of shareholders who are not controlling shareholders and who do not have a personal interest in the resolution
voted against the resolution does not exceed 2% of the outstanding voting power in the Company.
Under applicable
Israeli law, in order for a vote on Proposal 4 to be counted, the voting shareholder must indicate whether or not he or she has
a personal interest in the resolution under such proposal. In order to avoid confusion in the voting and tabulation process of
shareholders’ votes, a shareholder who signs and returns a proxy card will be deemed to be confirming that such shareholder
does not have a personal interest in the resolution under Proposal 4 and is not a controlling shareholder. If you are unable to
make the certification, please contact the Company’s Head of Legal Department, Mr. Dotan Bar-Natan, for instructions on how
to vote at +972-3-976-2309 or, if you hold your shares in “street name,” please instruct the representative
managing your account to contact us on your behalf.
The approval of this
Proposal 4 is contingent upon the approval of Proposal 5 below relating to the amendment to the 2010 Plan to increase the aggregate
number of ordinary shares authorized for issuance thereunder.
Proposed Resolution
It is proposed
that at the Meeting the following resolution be adopted:
“RESOLVED, that
the grant of options and a cash bonus to SodaStream International Ltd.’s chief executive officer, Mr. Daniel Birnbaum, in
the event of a strategic investment and the related amendment to the compensation policy as described in SodaStream International
Ltd.’s Proxy Statement, dated November 16, 2015, be, and hereby are, approved.”
Our board of directors
unanimously recommends that you vote “FOR” the proposed resolution.
PROPOSAL NO. 5
APPROVAL OF AN AMENDMENT TO THE COMPANY’S
2010 PLAN TO INCREASE
THE AGGREGATE
NUMBER OF ORDINARY SHARES
AUTHORIZED FOR ISSUANCE UNDER THE
2010 PLAN
Background
In 2007, we adopted
the 2007 Employee Share Option Plan (the “2007 Plan”) and, in October 2010, we adopted the 2010 Plan. The 2010
Plan allows us to grant options to purchase ordinary shares and other equity awards to our employees, directors, service providers,
and consultants, and those of our subsidiaries, and to others who our compensation committee considers valuable to us. The 2010
Plan is intended to benefit us by enhancing our ability to attract and retain desirable individuals and increasing their ownership
interests in us.
We currently have outstanding
options to purchase our ordinary shares and Restricted Share Units (“RSUs”) that were granted under our 2007
Plan and 2010 Plan. As of October 31, 2015, options to purchase up to 22,293 of our ordinary shares, at a weighted average exercise
price of $9.24 per share were outstanding under our 2007 Plan. In addition, as of October 31, 2015, options to purchase up to 1,575,031
ordinary shares, at a weighted average exercise price of $27.53 per share and outstanding RSUs to purchase 195,315 ordinary shares
were outstanding under the 2010 Plan. The number of outstanding options does not include the options that may be granted to our
non-employee director, Mr. Stanley Stern, under Proposal 2 above nor the options that may be granted to our CEO and director, Mr.
Daniel Birnbaum, under Proposals 3 or 4 above. As of October 31, 2015, no ordinary shares which are not subject to outstanding
options or other equity awards remained available for issuance under the 2007 Plan and 99,907 ordinary shares which are not subject
to outstanding options or other equity awards remained available for issuance under the 2010 Plan.
Increase to the Aggregate Number
of Ordinary Shares Authorized for Issuance under the 2010 Plan and an Amendment Thereto
Our board of directors,
at the recommendation of our compensation committee, approved an amendment to the 2010 Plan to increase the aggregate number of
ordinary shares authorized for issuance under the 2010 Plan by 580,000 ordinary shares (the “Additional Reserved Shares”)
to a total of 2,820,000 ordinary shares. The Additional Reserved Shares, together with the ordinary shares which are subject to
outstanding options or other awards under the 2007 Plan and 2010 Plan as of October 31, 2015 and together with the ordinary shares
which are not subject to outstanding options or other equity awards and remained available for issuance under the 2010 ESOP, constitute
11.75% of the issued and outstanding share capital of the Company as of October 31, 2015.
Under the Companies
Law, we are not required to receive shareholder approval for changes to our 2010 Plan, including increases to the number of shares
reserved and available for future grants. We are seeking approval of our shareholders as required under the NASDAQ Rules and in
order for the Additional Reserved Shares to be eligible to qualify as incentive stock options within the meaning of Section 422
of the U.S. Internal Revenue Code of 1986, as amended.
If the increase to
the total number of ordinary shares reserved and available for issuance under the 2010 Plan is approved by our shareholders:
| · | section 7.1 of the 2010 Plan will be revised to read as follows: “2,820,000 authorized but
unissued Shares (and/or previously issued Shares (such issued Shares, if any, being held in trust for such purpose or held as dormant
Shares by the Company or its Affiliates)), shall be reserved for the purposes of the ESOP, subject to adjustment as set forth in
Section 10 below;” and |
| · | section 7 of Addendum A to the 2010 Plan (known as the “U.S. Sub-Plan”), other than
the heading thereof, will be revised to read as follows: “For purposes of this U.S. Sub-Plan, Section 7.1 shall be amended
to insert the following sentence as the second sentence thereof: Subject to the provisions of Section 10 of the ESOP, the maximum
aggregate number of Shares that may be issued under the ESOP pursuant to Incentive Share Options shall not exceed 2,820,000 Shares,
unless such number is increased by such corporate approval as required under law.” |
Summary of the Material Terms of the
2010 Plan
In general, the vesting
schedule for options granted under the 2010 Plan provides that 25% or 33% of the options will vest one year after the date of grant
and the remainder will vest in equal portions at the end of each quarter thereafter for 12 or eight quarters, respectively. The
options, other than the options granted as of February 23, 2012, will expire ten years after the date of grant. Options granted
on or after February 23, 2012 but prior to February 26, 2013, will expire six years after the date of grant. Options granted as
of February 26, 2013 will expire five years after the date of grant if not exercised earlier. In general, when an option holder’s
employment or service with us terminates, his or her options will no longer continue to vest following termination, and the holder
may exercise any vested options for a period of 180 days following termination without cause. If an option holder’s employment
with us terminates due to disability or if the termination of employment results from his or her death, then the option holder
or his or her estate (as applicable) has 12 months to exercise the option; however, the option may not be exercised after its scheduled
expiration date. If termination of employment results from the dismissal of the option holder for cause, his or her outstanding
options will expire upon termination.
Under certain circumstances,
ordinary shares underlying awards previously granted under the 2010 Plan may again become available for grant. Such circumstances
include if an award should expire or become unexercisable without having been exercised in full.
The option exercise
price is determined by the compensation committee and specified in each option award agreement. In general, the option exercise
price is the fair market value of the shares on the date of grant as determined in good faith by our board of directors.
We have elected to
issue our options and shares granted or issued to most of our Israeli participants in the 2010 Plan under Section 102(b)(3) of
the Israeli Income Tax Ordinance, which is the capital gains track. Options and shares granted or issued in accordance with the
capital gains track under the 2010 Plan are granted or issued to a trustee and are held by the trustee for two years from the date
of grant or issuance. Under the capital gains track, we are not allowed an Israeli tax deduction for the grant or issuance of the
options or shares.
Our compensation committee
administers the 2010 Plan. However, our board of directors has residual authority to exercise any powers or duties of the compensation
committee concerning the 2010 Plan. The compensation committee determines the eligible individuals who receive options or other
awards under the 2010 Plan, the number of ordinary shares covered by those options or other awards, the terms under which such
options or other awards may be exercised, and the other terms and conditions of the options or other awards, all in accordance
with the provisions of the 2010 ESOP.
Participants in the
2010 Plan may not transfer their options or other awards except in the event of death or if the compensation committee determines
otherwise.
In the case of certain
changes in our share capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made
to the numbers of shares subject to awards and exercise prices, if applicable.
In the event that we
undergo a Transaction, as defined below, subject to any contrary law or rule, or the terms of any award agreement in effect before
the Transaction, any unexercised awards will be replaced by equally ranking awards of the successor company. If the successor company
refuses to issue replacement awards, the vesting and exercisability of outstanding awards may (in the discretion of the compensation
committee and the board of directors) be accelerated prior to a Transaction. Under the 2010 Plan, a “Transaction”
means (a) a merger, acquisition or reorganization of the Company with one or more entities in which we are not the surviving entity,
or (b) a sale of all or substantially all of the Company’s assets. In the event that a proposal for liquidation is submitted
to shareholders, option holders will also be entitled to exercise their options during a 10-day period to participate in a liquidation
distribution.
In 2012, as part of
approving our CEO’s long-term incentive plan, our shareholders, approved that in the event of a change of control in the
Company, all options granted previously to the CEO will be accelerated and become exercisable as at the date on which the change
of control will become effective. In 2013, our compensation committee and board of directors approved the same option acceleration
for all of our then executive officers of the Company.
Our compensation committee
and/or board of directors may at any time amend or terminate the 2010 Plan; however, any amendment or termination may not adversely
affect any options or other awards granted under the 2010 Plan prior to such action. The 2010 Plan provides that if the board of
directors desires, it can, with the consent of the award holder, cancel an outstanding award or amend an outstanding award, including,
if applicable, the exercise price. For amendments affecting our directors and officers, compensation committee and/or shareholder
approval may also be necessary.
Registration with SEC
The Company intends
to file a Registration Statement covering the additional shares authorized for issuance under the 2010 Plan, as amended, with the
SEC pursuant to the Securities Act of 1933, as amended.
Required Vote
The affirmative vote
of the holders of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding
abstentions) is required to approve the resolution set forth below.
The approval of Proposals
3 and 4 above is contingent upon the approval of this Proposal 5.
Proposed Resolution
It is proposed that
at the Meeting the following resolution be adopted:
“RESOLVED, to
approve an amendment to SodaStream International Ltd.’s 2010 Employee Stock Option Plan to increase the aggregate number
of ordinary shares authorized for issuance thereunder by 580,000 ordinary shares.”
Our board of directors unanimously recommends
that you vote “FOR” the proposed resolution.
PROPOSAL NO. 6
APPOINTMENT OF SOMEKH CHAIKIN, A
MEMBER FIRM OF KPMG
INTERNATIONAL, AS THE COMPANY’S INDEPENDENT AUDITOR UNTIL THE NEXT
ANNUAL GENERAL MEETING AND BOARD AUTHORIZATION
TO DETERMINE THE
AUDITOR’S COMPENSATION
Background
The audit committee
of the board of directors recommends that the shareholders approve the appointment of Somekh Chaikin, a member firm of KPMG International,
as the Company’s independent auditor to audit the consolidated financial statements of the Company for fiscal year 2015,
and to serve as its independent auditor until the next annual general meeting. It is further proposed to authorize the board of
directors to determine their remuneration, provided that such compensation is also approved by the audit committee.
The following table
provides information regarding fees billed by Somekh Chaikin to us for professional services for the years ended December 31, 2013
and 2014.
| |
2013 | | |
2014 | |
| |
(U.S. dollars) | |
Audit Fees | |
| 1,182,094 | | |
| 748,500 | |
Audit-Related Fees | |
| | | |
| | |
Tax Fees | |
| | | |
| | |
Other Fees | |
| | | |
| 10,700 | |
Total | |
| 1,182,094 | | |
| 759,200 | |
“Audit Fees”
are the aggregate fees billed 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.
“Other Fees” are the aggregate
fees billed for consultation in connection with compliance with regulatory disclosure requirements.
Required Vote
The affirmative vote
of the holders of a majority of the ordinary shares represented at the Meeting in person or by proxy and voted thereon (excluding
abstentions) is required to approve the resolution set forth below.
Proposed Resolution
At the Meeting,
it is proposed that the following resolution be adopted:
“RESOLVED,
to approve and ratify the reappointment of Somekh Chaikin, a member firm of KPMG International, as SodaStream International Ltd.’s
independent auditor for the year ending December 31, 2015 and until the next annual general meeting of shareholders, and to authorize
the board of directors of SodaStream International Ltd., upon recommendation of the audit committee, to determine their annual
compensation.”
Our board of
directors unanimously recommends that you vote “FOR” the proposed resolution.
OTHER BUSINESS
We are not
currently aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting,
the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.
ADDITIONAL
INFORMATION
On April
20, 2015, the Company filed with the SEC its annual report on Form 20-F for the year ended December 31, 2014. On November 4, 2015,
the Company furnished to the SEC under the cover of Form 6-K its results of operations for the three and nine months ended September
30, 2015. Shareholders may obtain a copy of these documents without charge at http://sodastream.investorroom.com or
the SEC’s website at www.sec.gov.
The Company
is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign
private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the
SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s
SEC filings are also available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer,
the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation
of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.
|
By order of the Board of Directors: |
|
|
|
/s/ Yuval Cohen |
|
Yuval Cohen |
|
Chairman of the Board of Directors |
Airport City, Israel
November 16, 2015
APPENDIX A
PROPOSED CHANGES TO THE COMPENSATION
POLICY FOR OFFICE HOLDERS
SODASTREAM INTERNATIONAL
LTD.
COMPENSATION
POLICY FOR OFFICE HOLDERS
(Originally
adopted on December 23, 2013; Last Amended [December 22], 2015)
I. Preamble
In
accordance with the Israeli Companies Law, 5759-1999 (as amended from time to time, the “Companies Law”), this
document states the terms of SodaStream International Ltd.’s Compensation Policy for its “Office Holders”
(as such term is defined in the Companies Law) (the “Compensation Policy”).
The
effective date of this Compensation Policy is the date of its approval by SodaStream’s shareholders and it shall serve as
the Compensation Policy of SodaStream International Ltd. (“SodaStream” or the “Company”),
as required by the Companies Law.
The
adoption of this Compensation Policy will not grant any of SodaStream’s current or future Office Holders a right to receive
any components of compensation set forth in this Compensation Policy or otherwise. The components of compensation to which an Office
Holder will be entitled will be exclusively those that are determined specifically in relation to him or her and in accordance
with the requirements of the Companies Law and the regulations promulgated thereunder. Nothing in this Compensation Policy shall
be deemed to provide any rights or remedies to any person.
This
Compensation Policy will apply to compensation of Office Holders determined after its effective date and will not, and is not intended
to, apply to or be deemed to amend employment and/or compensation terms of Office Holders existing prior to such date. The current
terms of employment and compensation of Mr. Daniel Birnbaum, the Company’s current Chief Executive Officer,
including the terms approved at the meeting of the Company’s shareholders held on December 20, 2012 and as described in the
Company’s proxy statement, as amended, filed with the U.S. Securities and Exchange Commission on November 23, 2012
and the terms approved at the meeting of the Company’s shareholders held on [December 22], 2015 and as described in the Company’s
proxy statement, filed with the U.S. Securities and Exchange Commission on November 16, 2015, shall be deemed incorporated
by reference in this Compensation Policy, and this Compensation Policy shall not otherwise relate to the terms of employment and
compensation of Mr. Birnbaum.1
In
this Compensation Policy, the term “Non-Executive Director” is defined as a member of the Company’s
board of directors (the “Board of Directors”) who is not employed by the Company or one of its subsidiaries
in any other position.2 Unless expressly stated otherwise,
this Compensation Policy relates to all Office Holders other than Non-Executive Directors and the Company’s Chief Executive
Officer.3
1
Since the current terms of employment and compensation
of Mr. Birnbaum, the Company’s current Chief Executive Officer, existed
and were duly approved by the Company’s shareholdersprior
to the adoption of this Compensation Policy, Mr. Birnbaum’s terms of employment are excluded for the purposes
of the limitations in this Compensation Policy, including the Fixed-Variable Ratio, and were disregarded in determining them.
2 To the extent the Company
shall have an active chairman or active vice-chairman of the board, such person would not be considered as a Non-Executive Director.
3
References in this Compensation Policy to the employment or terms of employment of Office Holders shall also apply to the
provision of services by Office Holders under a service contract (whether with such Office Holder or an entity controlled by him
or her), mutatis mutandis. References to base salaries with respect to Office Holders with a service contract would mean
the base fees payable under such contract. Value Added Tax payable by the Company under such service contract, if any, will not
be considered or deemed to be part of an Office Holder’s compensation.
II. Company
Philosophy and Compensation Policy Objectives
SodaStream
believes that an effective executive compensation program is one that is designed to reward achievements and performance of its
Office Holders and which aligns their interests with those of the Company and its shareholders. To achieve this, the fixed components
(i.e., base salary, benefits and perquisites) of an Office Holder’s total compensation package will generally not be higher
compared with the market, and a significant portion of an Office Holder’s total compensation package will generally be comprised
of variable compensation components. SodaStream also seeks to ensure that its ability to attract and retain superior employees
in key positions is maintained and that the compensation provided to key employees remains competitive relative to the total compensation
of similarly situated executives in peer companies and the broader marketplace from which it recruits and competes for talent.
In
formulating this Compensation Policy, SodaStream has considered, among other things, the following considerations:
| · | advancing the objectives of the Company, its work plan and long-term strategy; |
| · | creating appropriate incentives to Office Holders of the Company, taking into account, among other
things, the risk management policies of the Company; |
| · | the Company’s size, complexity and the nature and landscape of its operations, including
that the Company is a global company headquartered in Israel operating throughout the value chain; |
| · | regarding those sections of the Compensation Policy that provide for variable compensation components
– the Office Holder’s contribution to achieving corporate objectives and profit maximization, with a long-term perspective
and in accordance with the role and position of the Office Holder with the Company. |
In
determining the compensation for each Office Holder, among other relevant factors, the following considerations shall be taken
into account:
| · | the education, professional experience and achievements of the Office Holder; |
| · | the Office Holder’s position in the Company (including geographical considerations), scope
of responsibilities and contribution to the Company; |
| · | the circumstances of the Office Holder’s recruitment (which may include compensation arrangements
with his or her previous employer) and the terms of prior employment or service agreements with the Company (if any); |
| · | a comparison of the terms of compensation of the Office Holder to the terms of compensation of
other Office Holders in the Company, and to the extent such information is timely available, to terms of compensation of executives
in similar positions in peer-group companies; and |
| · | a comparison of the total cost of compensation of the Office Holder and the Cost of Salary (as
such term is defined in Part A of the First Addendum to the Companies Law) of all Israeli employees of the Company (including,
to the extent applicable, Manpower Contractors Engaged by the Company (as such term is defined in Part A of the First Addendum
to the Companies Law)), other than the Office Holder, if applicable, and most notably the ratio between the compensation of Office
Holders and the median and average salary of all such Company employees, and the ramifications of such ratio on the labor relations
of the Company. For the year ended December 31, 2012, the ratio between the highest total compensation package of an Office Holder
(excluding Non-Executive Directors and the current Chief Executive Officer) and the median and average salary of all such Company
employees was 1:22 and 1:18, respectively. The Compensation Committee and the Board of Directors determined that said ratios are
reasonable taking into account the size, complexity and the nature of the Company and its operations and are not expected to have
an adverse effect on the labor relations of the Company. |
To
the extent relevant, necessary and available, peer-group companies will be selected to provide an appropriate comparative model.
Peer-group companies will be selected based on appropriate similarities taking into account a number of factors, which may include:
market capitalization, type of industry, location of listing of the Company’s securities, level of revenues, number of employees,
geographical considerations, factors of relevance to the particular Office Holder’s role and other factors that will be considered
relevant to the comparison.
III. Compensation
Components
The
compensation package of Office Holders may consist of one or more of the following components:
| (i) | base cash compensation; |
| (ii) | benefits and perquisites; |
| (iii) | annual performance-based cash incentives and other discretionary cash compensation; |
| (iv) | long-term equity-based compensation (such as options to purchase the Company’s ordinary shares
or other equity-based instruments, including restricted stock units, restricted stock and stock appreciation rights, (collectively,
“Equity Awards”)); and |
| (v) | retirement and termination of service arrangements. |
The
total compensation package and components thereof may vary between Office Holders, taking into account the factors described above.
To reflect the Company’s philosophy and Compensation Policy objectives, with respect to any Office Holder, the ratio between
the fixed compensation components and the variable compensation components in any given year on an annual basis shall not be more
than 1:8 (the “Fixed-Variable Ratio”). Discretionary bonuses, including one-time cash payment upon recruitment
or promotion, and retirement and termination benefits, as described below, shall be disregarded and not taken into account for
the purposes of calculating the Fixed-Variable Ratio.
| A. | Base Cash Compensation (Base Salary) |
The
monthly gross base salary of any one of our Office Holders shall not exceed NIS 100,0004.
The monthly gross base salary may be increased from time to time, subject to the aforesaid limit.
4 This
amount shall be linked to the Israeli Consumer Price Index (“CPI”) and shall only be updated to reflect increases
in the CPI with the base CPI being the CPI for October 2013.
| B. | Benefits and Perquisites |
Certain
benefits and perquisites for our Office Holders are provided in order to comply with legal requirements, while others serve as
an additional component of the compensation packages offered to Office Holders.
Benefits
and perquisites, including those which are required or facilitated under local laws or are customary in the relevant jurisdiction
may include, among others, the following:
| · | contributions to pension funds and/or similar schemes such as manager’s insurance programs; |
| · | contributions to education funds; |
| · | car allowance or company car and related benefits, including tolls; |
| · | reimbursement of travel expenses; |
| · | annual vacation days and the ability to carry-over unused vacation days; |
| · | redemption of unused vacation days for cash; |
| · | health insurance and medical expenses; |
| · | housing and/or related expenses; |
| · | cellular/smart phone expenses; |
| · | laptop computer and accessories and communication expenses; |
| · | reimbursement of out of pocket expenses; |
| · | membership fees in professional associations; |
| · | subscriptions to business newspapers, trade magazines and other relevant literature. |
Certain
benefits and perquisites may be subject to Company policies, as in effect from time to time.
At
the request of an Office Holder, the Company may, in its discretion, agree to pay to him or her amounts payable to pension funds
or similar schemes, to education funds or in respect of other social benefits payable to institutions which are in excess of the
maximum allowance for tax exemption purposes, provided that the Office Holder agrees to be liable for any tax liabilities in respect
thereof.
| C. | Annual Performance-Based Cash Incentive Compensation and Other Cash Compensation (Cash Bonuses) |
Cash
bonuses may be paid to Office Holders on an annual basis (the “Annual Cash Bonus”). For each fiscal year, the
Company will set an annual target bonus for each Officer Holder, which amount shall not exceed 50% of the Office Holder’s
annual gross base salary (the “Annual Target Bonus”). An Office Holder’s maximum Annual Cash Bonus will
not exceed 200% of the Annual Target Bonus (i.e., 100% of the Office Holder’s annual gross base salary). The entitlement
to and the amount of the Annual Cash Bonus will be dependent upon the achievement of particular financial targets and/or personal
targets, as explained below, with each of these targets assigned a particular weight.
The
financial targets, including with respect to the Eligibility Threshold (as discussed below), will be: (i) measurable and will be
determined based on the annual budget approved by the Board of Directors for the relevant fiscal year; and (ii) derived from various
metrics, which may include, among others: revenues, gross profit, operating profit, EBITDA, net profit and net profit before tax.
The
achievement of the financial targets, including with respect to the Eligibility Threshold, shall be calculated based on the consolidated
audited annual financial statements of the Company for the applicable fiscal year. To the extent relevant, one-time extraordinary
events, as well as acquisitions, divestures, and organizational changes shall be excluded.
Following
the approval of the Company’s annual budget by the Board of Directors, the Company shall set one or more financial targets.
For any Office Holder to be eligible to receive an Annual Cash Bonus at least 80% of each of said financial targets must be achieved
(the “Eligibility Threshold”). The Board of Directors is authorized to raise, from time to time, the Eligibility
Threshold previously set with respect to one or more of the financial targets, including following the end of the relevant fiscal
year and including if, as a result of such action, Office Holders would not be entitled to an Annual Cash Bonus that would have
otherwise been payable.
In
addition, to be eligible for an Annual Cash Bonus, the Office Holder must be actively employed by the Company or one of its subsidiaries
during the relevant year to which the bonus relates, which condition may be subject to additional limitations, which may include
being employed for a minimum period of time during the relevant year or through a certain date (for example, such as being employed
at the time the Annual Cash Bonus is being paid).
| c. | Calculating the Annual Cash Bonus |
Provided
that the Eligibility Threshold has been achieved, the Annual Cash Bonus that an Office Holder may be entitled to will be calculated
on the basis of the achievement of:
| · | particular financial targets5,
which may account for 60-100% of the Annual Cash Bonus; and |
| · | personal targets, which may or may not include measurable criteria and which may account for 0-40%
of the Annual Cash Bonus. |
For
each fiscal year, the Company shall adopt a plan which shall set forth, for each Office Holder, the financial targets and the personal
targets, the weight that will be assigned to each target and the specific rules and the formula that will be used for the calculation
of the Annual Cash Bonus.
Office
Holders may receive a discretionary cash bonus of up to 4 monthly gross base salaries (the “Discretionary Bonus”)
in any given year. The Discretionary Bonus shall not be subject to the achievement of the financial targets and/or personal targets,
including the Eligibility Threshold and may be in addition to the Annual Cash Bonus. A Discretionary Bonus may be given for any
reason, including, without limitation, for special contributions, achievements, assignments and efforts, all as shall be determined
by the Company.
In
addition, Office Holders may be awarded a fixed one-time cash payment upon recruitment or promotion, which shall not exceed 6 monthly
gross base salaries.
If
agreed to by the Office Holder, the Compensation Committee and Board of Directors will have discretion to convert all or a portion
of an Office Holder’s Annual Cash Bonus, in lieu of cash, into Equity Awards and to specify their vesting (and other) terms,
provided that the aggregate economic value of such Equity Awards at the time of the grant, as calculated using accepted valuation
methods (such as, but not limited to the Black-Scholes formula), does not exceed 100% of the gross amount of the portion of the
Annual Cash Bonus being converted.
| D. | Long-term Equity Based Compensation |
The
annual value of Equity Awards at the date of grant, as calculated using accepted valuation methods (such as, but not limited to
the Black-Scholes formula), will be subject to the Fixed-Variable Ratio. The annual value shall be calculated by dividing the aggregate
value of the Equity Awards at the date of grant by the number of years over which they vest.
Equity
Awards will not vest until at least one year has passed since the date of grant, subject to partial or full acceleration under
certain circumstances.
The
terms and conditions of Equity Awards shall be governed by the Company's existing or future equity incentive plans and applicable
law. Notwithstanding the terms of Equity Awards, in the event of a change of control event, vesting of options and/or other Equity
Awards may be accelerated as determined by the Company’s Board of Directors or the Compensation Committee.
5
One or more of the particular financial targets may be identical to the financial targets used to set the Eligibility Threshold.
| E. | Retirement and Severance Package |
When
determining the terms of retirement and/or termination benefits, the following considerations will be taken into account, among
other things:
| · | the amount of time the Office Holder spent with the Company (the “Time of Service”); |
| · | the terms of his or her compensation during the Time of Service; |
| · | the Company’s performance during the Time of Service; |
| · | the Office Holder’s contribution to the achievement of the Company’s goals and attainment
of revenues; and |
| · | the circumstances surrounding the Office Holder’s departure. |
The
retirement and/or termination benefits, whether or not retirement and/or termination were at the behest of the Company or the Office
Holder, may include, among others, the following benefits:
| · | Advance notice – Advance notice upon termination of employment for a certain period of time,
which in any case will not exceed a term of 4 months. During such period of time, the Company will generally be entitled to discontinue
the Office Holder’s employment, and, in its discretion, to make payment of the amounts he or she would be entitled to through
the end of such period. |
| · | Severance pay – Under Israeli law, employees are generally entitled to severance pay equal
to 100% of the employee’s gross base salary for the last month of employment multiplied by the number of years, including
parts of years, of his or her employment with the Company (including notice periods). As such, retirement and/or termination benefits
may include the transfer to the Office Holder of the amounts contributed to pension funds and/or similar schemes such as manager’s
insurance programs, on account of severance pay, as well as additional amounts such that contributions on account of severance
pay reflect the Office Holder’s most recent monthly gross base salary. |
| · | Contribution to funds – The transfer to the Office Holder of the amounts contributed to pension
funds and/or similar schemes, such as manager’s insurance programs, other than on account of severance pay, and to education
funds. |
| · | Transition period – Office Holder’s may be entitled to a transition period of up to
6 months during which time he or she may continue to receive his or her compensation, however, he or she shall not be granted new
Equity Awards and shall not be entitled to an Annual Cash Bonus in respect of the transition period. In addition, the transition
period shall be disregarded for the purposes of vesting of Equity Awards. |
| · | Retirement Bonus – Office Holder’s may be given a cash bonus of up to 4 monthly gross
base salaries upon retirement. |
IV. Non-Executive
Directors
Non-Executive
Directors may be entitled to:
| · | an annual cash retainer not to exceed U.S. $30,000, and in the case of the Chairman of the Board
of Directors, not to exceed U.S. $60,000; |
| · | a per meeting fee not to exceed U.S. $500 for any board or committee meeting attended and a fee
not to exceed U.S. $250 per written resolution of the board or a committee thereof; |
| · | to participate in SodaStream’s equity incentive plans or to otherwise receive Equity Awards. |
The
annual value of Equity Awards to a Non-Executive Director at the date of grant, as calculated using accepted valuation methods
(such as, but not limited to the Black-Scholes formula), will not exceed, U.S. $300,000. The annual value shall be calculated by
dividing the aggregate value of the Equity Awards at the date of grant by the number of years over which they vest. The Equity
Awards shall not vest until at least one year has passed since the date of grant, subject to partial or full acceleration under
certain circumstances. The terms of the Equity Awards may provide, among other things, that they may be exercised on a net exercise
or cashless basis.
Notwithstanding
the above, Non-Executive Directors who are subject to the provisions of the Companies Regulations (Rules on Remuneration and Expenses
of External Directors), 2000 (the “Remuneration of External Directors Regulations”), as amended by the Companies
Regulations (Relief for Public Companies Traded on Stock Exchange Outside of Israel), 2000, as such regulations may be amended
from time to time, may be entitled to remuneration and refund of expenses in accordance therewith, including the relative compensation
mechanism specified in sections 8A and 8B of the Remuneration of External Directors Regulations.
V. Compensation
Recovery (“Claw-back”)
In
the event of an accounting restatement in the Company’s financial statements, the Company shall be entitled to recover from
any Office Holder amounts paid to him or her that would not have been paid but for the incorrect financial data, provided that
no more than 24 months have passed since the approval by the Board of Directors of the financial statements of the Company on which
basis the payments were made.
The
Company will only seek reimbursement from an Office Holder to the extent such Office Holder would not have been entitled to all
or a portion of the payments made to him or her, based on the financial data included in the restated financial statements. The
Compensation Committee will be responsible for approving the amounts to be recovered, including if repayment will be made either
on a pre-tax or an after-tax basis, and for setting terms for such recovery from time to time.
Notwithstanding
the aforesaid, the compensation recovery will not be triggered in any one of the following events:
| · | a financial restatement required because of changes in applicable financial reporting standards; |
| · | transactions that require retroactive restatement (e.g., discontinued operations); |
| · | reclassifications of prior year financial information to conform with the current year presentation,
or discretionary accounting changes; |
| · | with respect to an individual Office Holder, if he or she did not actually know or, in the performance
of his or her duties, would not reasonably be expected to have known, of the basis for the restatement and that the financial data
included in the financial statements was inaccurate; and |
| · | the Compensation Committee and/or the Board of Directors determined that (i) it would be unreasonable
or impracticable to seek reimbursement, (ii) that there is a low likelihood of success under relevant governing law or (iii) it
is not worthwhile taking into account the cost and effort that may be involved. |
Nothing
in this section derogates from any other “Claw-back” or similar provisions regarding disgorging of profits imposed
on Office Holders by virtue of applicable securities laws.
VI. Exculpation,
Indemnification and Insurance
In
addition, Office Holders, including Non-Executive Directors, may be entitled:
| · | to exculpation from liability to the fullest extent permitted by applicable law; |
| · | to indemnification for liabilities and expenses to the fullest extent permitted by applicable law; |
| · | to be covered by “Directors and Officers Insurance” at the expense of the Company,
which may include “run-off” provisions, covering Office Holders for a period of up to seven (7) years after the termination
of their services with the Company, or the resolution of existing claims, the later of the two. |
Exhibit 99.2
FORM
OF PROXY CARD
SodaStream
International
Ltd.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
For use by shareholders of record of SodaStream
International Ltd. at the Annual General Meeting of the Shareholders to be held on December 22, 2015, at 5:00 p.m., Israel time,
at the offices of the Company at Gilboa Street, Airport City, Ben Gurion Airport, Israel or at any adjournment or postponement
thereof.
Address Change/Comments: ____________________________________________
(Please use BLOCK CAPITALS)
I ____________________________________________
,
being a shareholder of SodaStream
International Ltd. (the “Company”), hereby appoint Daniel Erdreich, the Company’s Chief Financial Officer,
and Dotan Bar-Natan, the Company’s Head of Legal Department, or any one of them, or any substitute appointed by any one
of them, as my proxy to vote for me and on my behalf at the Annual General Meeting of the Shareholders of the Company to be held
on December 22, 2015 (the “Meeting”) at the Company’s offices at the aforementioned address and at any
adjournment or postponement thereof. By my signature, I hereby revoke any and all proxies previously given.
By signing and returning
this proxy card with respect to each of Proposals 3 and 4, the undersigned hereby confirms (whether voting "FOR" or
"AGAINST" such proposal) that he, she or it has no “personal interest” (as defined under the Israeli Companies
Law, 5759-1999 (the “Companies Law”)) with respect to the subject matter of such proposal and is not a “controlling
shareholder” (as defined under the Companies Law) of the Company.
If you have a personal interest
or believe that you possess a personal interest in Proposal 3 or 4 or believe that you are a controlling shareholder and wish
to vote “FOR” or “AGAINST” such proposal, you should not fill out your vote for such proposal in this
proxy card, and should instead contact our Head of Legal Department, Mr. Dotan Bar-Natan, at Tel.: +972-3-976-2309, who
will advise you as to how to submit your vote, or, if you hold your shares in “street name” please instruct the representative
managing your account to contact the Company's Head of Legal Department on your behalf.
This proxy, when properly
executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made with respect to a proposal,
the proxy will be voted “FOR” each such proposal. Should any other matter requiring a vote of the shareholders arise,
the proxy holders are authorized to vote in accordance with their best judgment. Any and all proxies given by the undersigned
prior to this proxy are hereby revoked.
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE "FOR" EACH PROPOSAL LISTED BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
(Continued
and to be signed on the reverse side)
ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
SodaStream
International Ltd.
December 22, 2015
If you have a “personal interest”
or believe that you possess a “personal interest” in Proposal 3 or 4 or believe that you are a “controlling
shareholder” of the Company and wish to vote “FOR” or “AGAINST” such proposal, you should not fill
out your vote for such proposal in this proxy card and should follow the instructions on the front side of the proxy card.
I direct that my vote(s) be cast on each
resolution as indicated in the appropriate space.
|
|
FOR |
AGAINST |
ABSTAIN |
1. |
TO
REELECT Mr. Stanley Stern as a Class II director of SodaStream International Ltd. to hold office until the annual general
meeting of shareholders to be held in 2018. |
¨ |
¨ |
¨ |
|
|
|
|
|
2. |
TO
APPROVE a grant of options to Mr. Stanley Stern, a non-employee director of the Company. |
¨ |
¨ |
¨ |
|
|
|
|
|
3. |
TO
APPROVE a grant of options to Mr. Daniel Birnbaum, the chief executive officer of the Company, and a related
amendment to the Company’s compensation policy for its office holders. |
¨ |
¨ |
¨ |
|
|
|
|
|
4. |
TO
APPROVE a grant of options and a cash bonus to Mr. Daniel Birnbaum, the chief executive officer of the Company, in the
event of a strategic investment, and a related amendment to the Company’s compensation policy for its office holders. |
¨ |
¨ |
¨ |
|
|
|
|
|
5. |
TO
APPROVE an amendment to the Company’s 2010 Employee Share Option Plan to increase the aggregate number of ordinary
shares authorized for issuance thereunder by 580,000 ordinary shares. |
¨ |
¨ |
¨ |
|
|
|
|
|
6. |
TO
APPROVE AND RATIFY the reappointment of Somekh Chaikin, an independent registered accounting firm and a member firm of
KPMG International, as the Company’s independent auditor for the year ending December 31, 2015 and until the next annual
general meeting of shareholders, and to authorize the board of directors, upon recommendation of the audit committee, to determine
their annual compensation. |
¨ |
¨ |
¨ |
In their discretion, the proxies are authorized
to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
The undersigned acknowledges receipt of
the Notice and Proxy Statement of the Company relating to the Meeting.
On the
receipt of this form duly signed but without any specific direction on a particular matter, my/our proxy will vote or abstain
at his/her discretion.
|
Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder 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 signer is a partnership, please
sign in partnership name by an authorized person. |
Dated:
_________________ Name: _______________________ Signature: ______________________
Dated:
_________________ Name: _______________________ Signature: ______________________
To be valid, this form of
proxy must be received at the Company’s offices at Gilboa Street, Airport City, Ben Gurion Airport, Israel not later than
the time set for the Meeting (or an adjourned meeting, if such shall take place), and a failure to so deliver shall render the
appointment invalid. You may fax this proxy to the Company at +972-3-973-6667 (Attn: Dotan Bar-Natan), scan and email it to dotanb@sodastream.com
or send it to the Company’s offices at Gilboa Street, Airport City, Ben Gurion Airport, 7010000 Israel.
To
change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method. |
¨ |
1.
|
Any
alterations to this form must be initialed. |
2.
|
Completion
and return of this form of Proxy will not prevent a shareholder from attending and voting in person at the Meeting. |
3.
|
The complete form of the
proposed resolutions and any ancillary documents may be viewed at the offices of the Company at its above mentioned
address on Sunday – Thursday between the hours 9:00 a.m. – 1:00 p.m., upon prior coordination with Dotan
Bar-Natan at +972-3-976-2309. |
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