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: July 2019

Commission File Number: 001-36903

 

KORNIT DIGITAL LTD.

(Translation of Registrant’s name into English)

 

12 Ha’Amal Street

Park Afek

Rosh Ha’Ayin 4824096 Israel

(Address of Principal Executive Office)

 

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 ☒ Form 40-F ☐

 

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

 

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

 

 

CONTENTS

 

Clarification Regarding Date of Annual Shareholder Meeting

On July 15, 2019, Kornit Digital Ltd. (“Kornit” or the “Company”) furnished a Report of Foreign Private Issuer on Form 6-K (the “Initial Form 6-K”) to the Securities and Exchange Commission (the “SEC”) informing the public that its 2019 annual general meeting of shareholders (the “Meeting”), will take place at 12:00 p.m. (Israel time) on Thursday, August 22, 2019, at Kornit’s offices at 12 Ha’Amal Street, Park Afek, Rosh Ha’Ayin, Israel, and attaching a formal notice of the Meeting as Exhibit 99.1 to the Initial Form 6-K (the “Notice”).

The heading of the Notice contained an inadvertent typographical error, referring to August 27 as the date of the Meeting:

“NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS 

TO BE HELD ON AUGUST 27, 2019”

 

That reference should have been to “AUGUST 22, 2019”.

All other references in the Notice and in the Proxy Statement for the Meeting (the “Proxy Statement”), attached as Exhibit 99.1 to the additional Report of Foreign Private Issuer on Form 6-K furnished by Kornit to the SEC on July 18, 2019 (the “Second Form 6-K”), accurately referred to Thursday, August 22, 2019 as the date of the Meeting. In addition, the proxy card attached as Exhibit 99.2 to the Second Form 6-K likewise accurately referred to August 22, 2019 as the date of the Meeting.

The deadlines for submission of proxy cards and voting instruction forms set forth in the Proxy Statement accurately reflect the August 22, 2019 Meeting date.

The Company was informed of the typographical error following the printing of its proxy materials. Therefore, shareholders will receive a copy of the Notice that reflect that error. Shareholders should be aware that the actual date of the Meeting will be Thursday, August 22, 2019, notwithstanding the foregoing typographical error.

A corrected version of the Notice (correcting that lone typographical error, but otherwise unchanged from its original form) is attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).

The contents of this Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-232070) and Form S-8 (File No.’s 333-203970, 333-214015, 333-217039, 333-223794 and 333-230567).

 

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.

 

	KORNIT DIGITAL LTD.
Date: July 23, 2019	By:	/s/ Guy Avidan
	Name:	Guy Avidan
	Title:	Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.		Description
99.1		Corrected version of the Notice (originaly published on July 15, 2019) for 2019 Annual General Meeting of Shareholders of Kornit Digital Ltd.

 

 

Exhibit 99.1

 

 

KORNIT DIGITAL Ltd.

 

12 Ha’Amal Street, Park Afek, Rosh Ha’Ayin 4824096 Israel

 

July 15, 2019

 

  

NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS 

TO BE HELD ON AUGUST 22, 2019

 

  

Dear Kornit Digital Ltd. Shareholders:

 

We cordially invite you to attend the 2019 Annual General Meeting of Shareholders, or the Meeting, of Kornit Digital Ltd., or the Company, to be held at 12:00 p.m. (Israel time) on Thursday, August 22, 2019, at our offices at 12 Ha’Amal Street, Park Afek, Rosh Ha’Ayin, Israel.

  

	The Meeting is being called for the following purposes:
(1)	To re-elect each of (a) Mr. Alon Lumbroso and (b) Mr. Dov Ofer for a three-year term as a Class I director of the Company, until the Company’s annual general meeting of shareholders in 2022 and until his successor is duly elected and qualified;
(2)	To elect each of (a) Mr. Stephen Nigro and (b) Mr. Ronen Samuel (our chief executive officer) for an initial two-year term as a Class III director of the Company, until the Company’s annual general meeting of shareholders in 2021 and until his successor is duly elected and qualified, to fill the Class III director seats on our board of directors being vacated by Messrs. Eli Blatt and Marc Lesnick, who are resigning from those seats effective as of the conclusion of the Meeting;
(3)	To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2019 and for the additional period until our 2020 annual general meeting of shareholders, and to authorize our board of directors to fix such accounting firm’s annual compensation;
(4)	To ratify and clarify certain employment terms of Mr. Ronen Samuel, our chief executive officer, consisting of: (a) a special bonus of up to three (3) months’ of base salary that may be granted to Mr. Samuel annually based on achievements to be determined by the Company’s board of directors that are not included in Mr. Samuel’s annual bonus plan (in a manner similar to what was previously provided to our former chief executive officer, Mr. Gabi Seligsohn), such that, with respect to 2018, Mr. Samuel would be entitled to a special bonus of NIS 137,000 (approximately US$38,600 as of the date hereof) under the foregoing bonus mechanism, in recognition of his leadership of the successful transition for the Company during the period following his appointment to replace Mr. Gabi Seligsohn as our chief executive officer; and (b) acceleration of 50% of Mr. Samuel’s unvested equity grants upon a change of control of the Company that is followed by termination of Mr. Samuel’s employment under certain circumstances; and
(5)	To approve a one-time grant of options to purchase 100,000 ordinary shares for Mr. Ronen Samuel, our chief executive officer, subject to a four-year vesting schedule and certain other provisions under Mr. Samuel’s employment terms and the Company’s 2015 Incentive Compensation Plan.

 

Members of our management will be available at the Meeting to present and discuss our auditors’ report and consolidated financial statements as of, and for the year ended, December 31, 2018, as previously made available to our shareholders as part of our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 26, 2019, which is available at www.sec.gov and at the “Investors” section of our Company’s website, www.kornit.com.

 

Our board of directors unanimously recommends that you vote in favor of the above proposals, which are described in the proxy statement that will be distributed to you together with this Notice of 2019 Annual General Meeting of Shareholders.

 

Shareholders of record at the close of business on July 19, 2019 are entitled to vote at the Meeting.

 

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions and broker non-votes) is necessary for the approval of each of the proposals.

 

In addition, the approval of each of Proposals 4(a), 4(b) and 5 (each of which relates to a compensatory matter for our chief executive officer) requires that one of the following two voting requirements be met as part of the approval by an ordinary majority of shares present and voting thereon:

 

	●	the majority voted in favor of the proposal must include a majority of the shares held by shareholders who are not controlling shareholders (as to be described in our proxy statement for the Meeting) and do not have a conflict of interest (which is referred to under the Israeli Companies Law as a “personal interest,” as to be described in the proxy statement) in the approval of the proposal that are voted at the Meeting, excluding abstentions; or
	●	the total number of shares held by non-controlling, non-conflicted shareholders (as described in the previous bullet-point) voted against the proposal must not exceed 2% of the aggregate voting power in the Company.

 

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading this Notice of 2019 Annual General Meeting of Shareholders and the proxy statement for the Meeting, please mark, date, sign and mail the proxy card or voting instruction form as promptly as possible in the stamped envelope to be provided to you, or please follow the instructions for voting to be sent to you electronically. If mailing in your proxy to our transfer agent in the envelope to be enclosed or providing voting instructions via a physical voting instruction form, your vote must be received by noon, Eastern time, on August 21, 2019, to be validly included in the tally of ordinary shares voted at the Meeting. If you are a street holder (i.e., you hold your shares through a bank, broker or other nominee) and are voting online (at www.proxyvote.com) or via telephone, your vote must be received by 11:59 p.m. Eastern time on August 20, 2019. If sending in your proxy card directly to our registered office, it must be received at least four hours prior to the appointed time for the Meeting. Detailed voting instructions will be provided both in the accompanying proxy statement and on the proxy card or voting instruction form to be sent to you. An electronic copy of the enclosed proxy materials will also be available for viewing at http://ir.kornit.com/. The full text of the proposed resolutions, together with the form of proxy card for the Meeting, may also be viewed beginning on July 29, 2019, at the registered office of the Company, 12 Ha’Amal Street, Park Afek, Rosh Ha’Ayin Israel, from Sunday to Thursday (excluding Israeli holidays), 10:00 a.m. to 5:00 p.m. (Israel time). Our telephone number at our registered office is +972-3-908-5800.

 

Sincerely,   Yuval Cohen Chairman of the Board of Directors