CHECK POINT SOFTWARE TECHNOLOGIES LTD
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
5 Ha'solelim Street
Tel Aviv, Israel
PROXY STATEMENT
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ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 29, 2010
We invite you to attend the Annual General Meeting of Shareholders of Check Point Software Technologies Ltd. The meeting will be held on June 29, 2010 at 5:00 P.M. (Israel time), at Check Point's principal executive offices at 5 Ha'solelim St., Tel Aviv, Israel.
We are sending you this Proxy Statement because you hold Check Point ordinary shares. Our board of directors is asking that you sign and send in your proxy card, attached to this Proxy Statement, in order to vote at the meeting or at any adjournment of the meeting.
Agenda Items
The following matters are on the agenda for the meeting:
(1) to elect six directors – the terms of six of our current directors will expire at the meeting, and we are proposing to reelect these six directors; (2) to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for 2010; (3) to approve compensation to our Chief Executive Officer who is also the Chairman of our board of directors.
How You Can Vote
You can vote your shares by attending the meeting or by completing and signing a proxy card. Attached is the proxy card for the meeting that is being solicited by our board of directors. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us written notice or by voting in person or by proxy at the meeting. We will not be able to count a proxy card unless we receive it at our principal executive offices at 5 Ha'solelim Street, Tel Aviv, Israel, or our registrar and transfer agent receives it in the enclosed envelope, by June 29, 2010 at 6:59 A.M. Israel time.
Who Can Vote
You are entitled to notice of the meeting and to vote at the meeting if you were a shareholder of record at the close of business on May 20, 2010, or the "Record Date." You are also entitled to notice of 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.
Quorum and Required Vote
On May 20, 2010 we had outstanding 207,621,402 ordinary shares. Each ordinary share is entitled to one vote upon each of the matters to be presented at the meeting. Under our Articles of Association, the meeting will be properly convened if at least two shareholders attend the meeting in person or sign and return proxies, provided that they hold shares representing more than 50% of our voting power. This is known as a quorum.
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows information as of May 3, 2010 for (i) each person who, to our knowledge, beneficially owns more than 5% of our outstanding ordinary shares, and (ii) our executive officers and directors as a group:
| Name | Number of shares beneficially owned(1) | % of class of shares(2) | Number of options(3) | Exercise prices of options | Dates of expiration of options |
|---|---|---|---|---|---|
| Gil Shwed(4) | 32,363,600 | 15.0% | 7,400,000 | $16.80-26.99 | 06/29/2011-07/28/2016 |
| Marius Nacht(4)(5) | 19,093,296 | 9.1% | 600,000 | $23.19-26.99 | 06/29/2011-09/26/2012 |
| FMR LLC(6) | 14,209,642 | 6.8% | - | - | - |
| Ameriprise Financial, Inc.(7) | 11,496,996 | 5.5% | - | - | - |
| All directors and officers as a group(11 persons including Messrs. Shwed and Nacht) | 53,322,410 | 24.4% | 9,751,750 | $16.80-79.19 | 07/27/2010-07/28/2016 |
(1) The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are presently exercisable or exercisable within 60 days after May 3, 2010.
(2) If a shareholder has the right to acquire shares by exercising stock options, these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder.
ITEM 1 - ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)
You are being asked to reelect the following directors: Gil Shwed, Marius Nacht, Jerry Ungerman, Dan Propper, David Rubner and Dr. Tal Shavit.
Nominees for Director
The nominating committee of our board of directors, which consists of Irwin Federman, Ray Rothrock, David Rubner and Dr. Tal Shavit, recommended that the following six nominees be reelected:
Gil Shwed is the founder, Chairman of our board of directors, and our Chief Executive Officer.
Jerry Ungerman has served as Vice Chairman of our board of directors since 2005.
Dan Propper has served as one of our directors since 2006.
David Rubner has served on our board of directors since 1999.
Dr. Tal Shavit has served on our board of directors since 2000.
If you sign and return the enclosed proxy card, your shares will be voted "FOR" the election of the individuals named above as directors.
ITEM 2 – PROPOSAL TO RATIFY THE APPOINTMENT AND COMPENSATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;
Our board of directors has appointed Kost, Forer, Gabbay & Kasierer as our independent registered public accounting firm for 2010. Representatives of Kost, Forer, Gabbay & Kasierer will attend the meeting and will be available to respond to questions.
ITEM 3 – PROPOSAL TO APPROVE COMPENSATION TO OUR CHIEF EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN OF OUR BOARD
Gil Shwed's compensation requires shareholder approval. We are proposing that you now approve the option grant to Mr. Shwed, which is set at a price equal to 100% of the closing price of the ordinary shares on the day of the meeting.