Microsoft Word - AGM 2023 Proxy Statement 28.6.2023-FINAL_PWO-24581.docx

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

5 Shlomo Kaplan Street

Tel Aviv 6789159, Israel

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on August 3, 2023

We invite you to attend the Annual General Meeting of Shareholders of Check Point Software Technologies Ltd. (“Check Point”). The meeting will be held on August 3, 2023 at 5:00 P.M. (Israel time), and thereafter as it may be adjourned or postponed from time to time, at Check Point’s principal executive offices at 5 Shlomo Kaplan Street, Tel Aviv 6789159, 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 – we are proposing to reelect five of our current non-outside directors and to elect one new director;
2. to elect one outside director – the three-year term of one of our current outside directors will expire at the meeting, and we are proposing to reelect one outside director;
3. 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 the fiscal year ending December 31, 2023, and for such additional period until the next annual general meeting of shareholders – Israeli law requires that we ask you, on an annual basis, to approve our auditors; when this proposal is raised, you will also be invited to discuss our 2022 consolidated financial statements;
4. as required by Israeli law, to approve the compensation for our Chief Executive Officer; and
5. as required by Israeli law, to amend the compensation arrangements of our non-executive 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.

If you wish to change your mind and cancel your proxy card, you can do so by sending us written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the meeting.

To ensure your proxy card is counted, please send it to our principal executive offices at 5 Shlomo Kaplan Street, Tel Aviv 6789159, Israel, or ensure that our registrar and transfer agent receives it by August 3, 2023 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 June 26, 2023 (the “Record Date”). We will commence mailing copies of this Proxy Statement and the proxy cards to our shareholders of record on the Record Date on or about June 30, 2023.

Required Vote and Quorum

On June 26, 2023, we had outstanding 116,993,749 ordinary shares. The affirmative vote of the holders of a majority of the voting power represented and voting on each of the proposals in person or by proxy is required to approve each of the proposals.

In addition, a special majority vote will be required for approval of the proposals in Items 2 and 4.

A quorum shall be constituted by the presence of shareholders holding or representing at least a majority of the outstanding ordinary shares at the meeting.

If a shareholder holds ordinary shares through a bank or broker, it is critical for that holder to cast a vote if that holder wishes their shares to be counted.

Beneficial Ownership of Securities by Certain Beneficial Owners and Management; Executive Compensation

The following table shows information as of June 26, 2023 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.

(1) The number of ordinary shares includes shares that each shareholder has the right to acquire under stock options that are presently exercisable or will be exercisable within 60 days after June 26, 2023.

4 The address for Mr. Shwed is c/o Check Point Software Technologies Ltd., 5 Shlomo Kaplan Street, Tel Aviv 6789159, Israel.

ITEM 1 – ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)

Our Board of Directors currently consists of eight directors: Gil Shwed, Jerry Ungerman, Yoav Z. Chelouche, Guy Gecht, Tzipi Ozer-Armon, Ray Rothrock, Dr. Tal Shavit and Shai Weiss. We are proposing to reelect five of our current directors who are not outside directors and to elect one new director, Jill D. Smith. If all nominees for election to our Board of Directors are elected, the Board shall consist of nine directors, including the three outside directors.

Nominees for Director

The Nominating, Sustainability and Corporate Governance Committee recommended that the six nominees be elected to our Board of Directors at the meeting. If elected, Ms. Smith’s appointment to the Board of Directors will become effective in the fourth quarter of 2023.

Biographical information concerning all director nominees is set forth below:

• Gil Shwed is the founder, Chief Executive Officer and Director.
• Jerry Ungerman serves as the chairman of the board of directors since August 2020.
• Tzipi Ozer-Armon has served on our board of directors since January 2023.
• Dr. Tal Shavit has served on our board of directors since 2000.
• Jill D. Smith brings more than 20 years of international leadership experience.
• Shai Weiss has served on our board of directors since 2018.

Vote Required

The affirmative vote of the holders of a majority of the voting power represented and voting on this proposal in person or by proxy is required to elect each of the individuals named above as directors.

ITEM 2 – ELECTION OF OUTSIDE DIRECTOR

The Nominating, Sustainability and Corporate Governance Committee recommended that Ray Rothrock be reelected as an outside director at the meeting for an additional three-year term.

Proposal

RESOLVED, that the reelection of Ray Rothrock to the Board of Directors of Check Point to serve as an outside director for an additional three-year term until the 2026 annual general meeting of shareholders be approved.

ITEM 3 – 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 2023.

Proposal

RESOLVED, that the appointment of Kost, Forer, Gabbay & Kasierer... as Check Point’s independent registered public accounting firm for the fiscal year ending December 31, 2023, be ratified.

ITEM 4 – PROPOSAL TO APPROVE COMPENSATION FOR OUR CHIEF EXECUTIVE OFFICER

Background

Our shareholders are being asked to approve the grant of an option award for our Chief Executive Officer, Gil Shwed.

Proposal

RESOLVED, that the grant to Gil Shwed of an option to purchase 500,000 ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq at the time of the annual general meeting.

ITEM 5 – PROPOSAL TO AMEND THE COMPENSATION ARRANGEMENTS OF THE NON-EXECUTIVE DIRECTORS

Proposal

RESOLVED, to amend the compensation arrangements of the Non-Executive Directors as set forth in this Proxy Statement.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS

Directors and executive officers are required to beneficially own Check Point securities in excess of the following thresholds:

• Each non-executive director: 5X the annual non-executive director cash retainer.
• Check Point’s Chief Executive Officer: $4.5 million.

SHAREHOLDER PROPOSALS FOR 2024 ANNUAL GENERAL MEETING

Shareholders who hold at least 1% of the company’s voting rights can request inclusion of a proposal in a future meeting, provided the proposal complies with the requirements of Israel’s Companies Law.