Stock Market

Elbit Systems Unveils Revised Compensation Framework Amid Shareholder Feedback

HAIFA, Israel – April 1, 2024 /PRNewswire/ -- Elbit Systems Ltd. (NASDAQ: ESLT) (TASE: ESLT), a notable entity in the defense technology sector, has announced significant amendments to its corporate governance, particularly concerning the compensation policy and employment agreement for its President and CEO, Mr. Bezhalel Machlis. The company initially filed a Current Report on Form 6-K with the U.S. Securities and Exchange Commission and an equivalent report with the Tel Aviv Stock Exchange, communicating the intention to hold an Extraordinary General Meeting of Shareholders on April 9, 2024. The initial report included plans to discuss the approval of an Amended Compensation Policy and an Amended Employment Agreement for the CEO.

In response to feedback from market participants, Elbit Systems, guided by the recommendations of its Compensation Committee and Board, has decided to revise these documents. The amendment proposes a reduction in the maximum annual bonus for the CEO from three million dollars ($3,000,000) to two million five hundred thousand dollars ($2,500,000). This change reflects the company's commitment to maintaining balanced and responsible fiscal policies in alignment with investor interests and prevailing market standards.

Furthermore, the company has added a provision that requires unanimous consent from both the Compensation Committee and the Board of Directors for activating the 'Neutralization of Extraordinary Events' clause in the Amended Compensation Policy. This ensures that any exemption or adjustment to standard procedures due to exceptional circumstances undergoes rigorous scrutiny, reinforcing Elbit Systems' commitment to transparency and proper corporate governance.

Significantly, these adjustments have not affected the foundation of the policy or agreement; rather, they serve to refine and enhance the existing frameworks. Shareholders present at the rescheduled Extraordinary General Meeting, henceforth referred to as the "Postponed Meeting," will cast their votes on these carefully revised items alongside the other subjects originally detailed in the Proxy Statement.

Important Notice Regarding the Rescheduling of the Extraordinary General Meeting

In light of the proposed changes and to afford shareholders ample time to review and contemplate the revised terms, Elbit Systems has decided to postpone the Extraordinary General Meeting. The new date is set for Thursday, April 18, 2024, at the same time and location previously communicated in the Proxy Statement. This Postponed Meeting is expected to provide a platform for shareholders to fully engage with the adjustments and make informed voting decisions.

The company has maintained the record date for the original Meeting, March 4, 2024, as the record date for the Postponed Meeting. This stability in scheduling ensures that all shareholders have a clear and unchanging timeline to prepare for the forthcoming meeting.

Timeline and Procedure for the Postponed Meeting

Elbit Systems has outlined a precise timeline leading up to the Postponed Meeting. To be considered for voting, proxy cards must be signed correctly and received by the company at least six hours prior to the meeting start time. In tandem, shareholders can also vote their shares electronically using the ISA system, provided they complete the registration process within the same time frame.

Regarding Position Statements, Elbit Systems specifies they must be submitted to the company's registered offices in Haifa by close of business on Monday, April 8, 2024, directed to the Corporate Secretary, Mrs. Adi Pinchas Confino. Additionally, shareholders representing at least one percent of the company's total voting rights may propose items for consideration at the meeting. Such proposals must also be submitted by the aforementioned deadline of April 8, 2024, for potential inclusion in the Postponed Meeting's agenda.

Elbit Systems emphasizes that, aside from these noted amendments, the Proxy Statement will continue to serve as originally filed with the Original Report. This continuity ensures that the foundation of the company's decision-making process and the shareholders' understanding of the meeting's purpose remain intact.

A Closer Look at Elbit Systems

Elbit Systems has cemented its reputation as a premier global defense technology corporation, synonymous with the development and delivery of cutting-edge solutions geared toward a safer and more secure world. The company thrives on innovation, manufacturing a diverse range of next-gen solutions across various operational domains.

Adapting nimbly to the evolving landscape of military challenges, Elbit Systems leverages Israel's dynamic tech ecosystem. This agile and collaborative culture empowers the company to excel in meeting the needs of its clients, enabling them to adapt swiftly to emerging threats and maintain a strategic edge on the battlefield.

Elbit Systems' global footprint is extensive, with approximately 19,000 employees spread across multiple continents and dozens of countries. The financial year of 2023 saw the company generate revenues in the ballpark of $6.0 billion and report a robust order backlog of $17.8 billion, attesting to its influential role in the defense sector and the trust placed in its capabilities by customers worldwide.

For those seeking further information on Elbit Systems, a wealth of resources is available online. The company's official website (https://elbitsystems.com) offers comprehensive insights into its operations, products, and services. Additionally, Elbit Systems maintains a visible presence on various social media platforms, including Twitter (Twitter/ElbitSystemsLtd), Facebook (Facebook/elbitsystemsltd/), YouTube (Youtube/elbitsystems), and LinkedIn (LinkedIn/elbitsystems/), providing updates and engaging with stakeholders and the public.

Corporate Communication and Contact Information

Elbit Systems prioritizes communication with its investors, potential customers, and the media. The company has established points of contact for various information needs. The Executive VP and CFO, Dr. Yaacov (Kobi) Kagan, is available for financial queries, while Dr. David Ravia, heading Investor Relations, is ready to address investor-related inquiries. For matters concerning communication and the brand, VP Dalia Bodinger is the point of contact. All can be reached through the respective email addresses provided in the company's official communications.

Forward-looking Statements Caution

This press release from Elbit Systems may contain certain forward-looking statements that are not purely historical in nature. These are based on the management's expectations and projections about future events and are subject to a range of uncertainties and other factors that may cause actual results to differ materially. Such statements are crafted with cautionary intent and fall under the protection of the safe harbor provisions of relevant U.S. laws.

The potential variables influencing Elbit Systems' future include, but are not limited to, the length and specifics of customer contracts, regulatory changes, shifts in government budget priorities, and the socioeconomic conditions within Israel, the United States, and other countries where the company operates. Additional factors include the impact of ongoing regional conflicts, market trends, and the outcomes of any legal or regulatory proceedings.

While these forward-looking statements serve as indicators of potential future events, they are not guarantees of performance. The company disclaims any obligation to update these statements unless required by law, underscoring the inherent volatility and unpredictability of market conditions and strategic business decisions.

Trademarks and Intellectual Property Rights

Moreover, Elbit Systems Ltd. affirms its ownership over its trademarks, including its logo, brand, product, and service names that appear throughout its communications. This affirmation also extends to acknowledging the trademarks of other entities when referenced in the company's materials. Elbit Systems' commitment to intellectual property rights is meant to ensure respect and adherence to legal standards throughout its business practices.

In conclusion, Elbit Systems, whilst adhering to regulatory compliance and shareholder interests, has made considered revisions to its executive compensation structure and Extraordinary Meeting schedule. The Postponed Meeting represents an opportunity for shareholders to participate in decision-making reflective of the company's commitment to responsible corporate leadership and stakeholder engagement.

To download the company's logo or for more information regarding the source, please refer to the following link: Elbit Systems Logo.

SOURCE: Elbit Systems Ltd.