Microsoft Word - 12899-Check Point Software-proxy.doc
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
PROXY STATEMENT ______________
ANNUAL GENERAL MEETING OF SHAREHOLDERS
July 31, 2003
Notice is hereby given of the Annual General Meeting of Shareholders (the “Meeting”) of Check Point Software Technologies Ltd. (the “Company”), to be held on July 31, 2003 at 11:00 A.M., at the principal executive offices of the Company.
This Proxy Statement is furnished to the holders of Ordinary Shares in connection with the solicitation by the Board of Directors of proxy cards for use at the Meeting. Proposed resolutions to be adopted include:
(1) to elect five Directors for the coming year;
(2) to elect two Outside Directors for a period of three years;
(3) to authorize the Chairman of the Board to continue serving as Chairman and CEO;
(4) to ratify the Consolidated Financial Statements for the year ended December 31, 2002;
(5) to ratify the appointment of Kost Forer & Gabbay as the independent public accountants for 2003; and
(6) to approve option grants to certain officers who are also Directors of the Company.
A form of proxy card for use at the Meeting is attached. Shareholders may revoke the authority granted by their execution of proxy cards at any time before the exercise thereof by filing a written notice of revocation or by voting in person. Unless indicated otherwise, shares represented by any proxy card in the attached form will be voted in favor of all proposed resolutions.
Proxy cards are being solicited by the Board of Directors. Only shareholders of record at the close of business on June 23, 2003, will be entitled to vote at the Meeting. Proxy cards are being mailed to shareholders on or about July 7, 2003. The Company will bear the cost of the solicitation, including postage and printing.
On June 23, 2003 the Company had outstanding 247,756,285 Ordinary Shares. Two or more shareholders present in person or by proxy holding shares conferring more than 50% of the voting power of the Company shall constitute a quorum.
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of the Company’s Ordinary Shares as of June 23, 2003:
| Name and Address of Shareholders | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned |
|---|---|---|
| Gil Shwed | 29,198,994 | 11.6% |
| Marius Nacht | 27,111,794 | 10.8% |
| Franklin Templeton Investments | 27,013,630 | 10.9% |
| Janus Capital Management LLC | 15,717,607 | 6.3% |
| Shlomo Kramer | 13,798,650 | 5.6% |
| All Directors and executive officers as a group (10 persons) | 72,166,438 | 28.0% |
ITEM 1 - ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)
Shareholders are being asked to reelect the current Directors, except for Shlomo Kramer, who is not standing for reelection. Management recommends that the following five nominees be elected:
- David Rubner has served as a Director since June 1999. He is Chairman and CEO of Rubner Technology Ventures Ltd.
- Alex Serge Vieux has served since 1998. He is Chairman and CEO of DASAR Brothers, Inc.
- Dr. Tal Shavit has served since June 2000. She is an organizational consultant specializing in international collaboration.
It is the intention of the persons appointed as proxies to vote FOR the election of the nominees named above unless instructed otherwise.
ITEM 2 - ELECTION OF TWO OUTSIDE DIRECTORS
Shareholders are being asked to elect the current Outside Directors for an additional term of three years:
- Irwin Federman has served since November 1995 and is a General Partner at U.S. Venture Partners.
- Ray Rothrock has served since November 1995 and has been a member of Venrock Associates since 1988.
The Board of Directors recommends that the shareholders vote “FOR” the resolution to elect the two Outside Directors.
ITEM 3 – AUTHORIZATION OF CHAIRMAN OF THE BOARD TO SERVE AS CHAIRMAN AND CEO
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that the shareholders of the Company hereby authorize Mr. Gil Shwed to continue to serve as Chairman and Chief Executive Officer for up to three years.”
The Board recommends that shareholders vote “FOR” the adoption of this resolution.
ITEM 4 - PROPOSAL TO RATIFY THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2002
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that the Consolidated Financial Statements of the Company for the year ended December 31, 2002 be ratified.”
The Board recommends that shareholders vote “FOR” the ratification.
ITEM 5 - PROPOSAL TO RATIFY THE APPOINTMENT AND COMPENSATION OF THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that the appointment of Kost Forer & Gabbay be ratified, and the Board of Directors be authorized to fix the remuneration.”
The Board recommends that shareholders vote “FOR” the ratification.
ITEM 6 - PROPOSAL TO APPROVE OPTION GRANTS TO CERTAIN OFFICERS WHO ARE ALSO DIRECTORS
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that the grant to Gil Shwed of options to purchase 2,000,000 Ordinary Shares and to Marius Nacht of options to purchase 1,000,000 Ordinary Shares be approved.”
The Board recommends that shareholders vote “FOR” the approval of the resolution to approve the option grants.