2024 CHKP proxy statement.pdf

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

PROXY STATEMENT

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ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on October 31, 2024

We invite you to attend the Annual General Meeting of Shareholders of Check Point Software Technologies Ltd. (“Check Point” or the “Company”). The meeting will be held on October 31, 2024 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 increase the size of the Board of Directors to ten members in accordance with our Articles of Association;
  2. to elect seven directors – we are proposing to reelect our six current non-outside directors, and to elect our newly appointed Chief Executive Officer as a new director;
  3. to elect two outside directors – the three-year term of two of our current outside directors will expire at the meeting, and we are proposing to reelect one of our outside directors and elect a new outside director;
  4. 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, 2024, 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 2023 consolidated financial statements;
  5. as required by Israeli law, to approve the compensation for our newly appointed Chief Executive Officer;
  6. as required by Israeli law, to approve the compensation for the new Executive Chair of our Board of Directors;
  7. as required by Israeli law, to approve the compensation for the new Lead Independent Director.

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, by signing and returning a proxy card with a later date, 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 Shlomo Kaplan Street, Tel Aviv 6789159, Israel, or our registrar and transfer agent receives it in the enclosed envelope, by October 31, 2024 at 6:59 A.M. (Israel time), which is October 30, 2024 at 11:59 P.M. (Eastern daylight time). By signing and returning the proxy card you are confirming that you are not a “controlling shareholder” and do not have a “personal interest” in any proposed resolution, unless you specifically deliver to us a notice in writing stating otherwise.

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 September 18, 2024. You are also entitled to notice of the meeting and to vote at the meeting if you held our ordinary shares through a bank, broker or other nominee that was one of our shareholders of record at the close of business on the Record Date or that appeared in the participant listing of a securities depository on that 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 September 25, 2024.

Required Vote and Quorum

In addition, a special majority vote will be required for approval of the proposals in Items 3, 5 and 6. In order for each of these proposals to be approved either (i) the affirmative vote of the ordinary shares must include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, or (ii) the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against such proposal must not represent more than two percent of the outstanding ordinary shares.

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 ordinary shares representing more than 50% of the voting power. This is known as a quorum. If a quorum is not present within half an hour from the time scheduled for the meeting, the meeting will be adjourned for one week. Any two shareholders who attend an adjourned meeting in person or by proxy will constitute a quorum.

Our Board of Directors unanimously recommends that you vote “FOR” all proposals under

Items 1 through 7 below.

ITEM 1 – INCREASE THE SIZE OF THE BOARD OF DIRECTORS TO TEN MEMBERS

On July 24, 2024, we announced the appointment of Nadav Zafrir as Check Point’s new Chief Executive Officer.
In connection with the leadership transition, the size of our Board of Directors will increase from nine members to ten members, and subject to the approval by the shareholders at the meeting.

Executive Chair:

Independent Directors:

Board Committee Composition:

Compensation Committee:

Nominating, Sustainability and Corporate Governance Committee:

Proposal

We are proposing to adopt the following resolution:

RESOLVED, to increase the size of our Board of Directors to ten members in accordance with our Articles of Association.

Vote Required

See “Required Vote and Quorum” above.

ITEM 2 – ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)

You are being asked to reelect six of our current directors who are not outside directors: Gil Shwed, Tzipi Ozer-Armon, Dr. Tal Shavit, Jill Smith, Jerry Ungerman and Shai Weiss, and to elect Nadav Zafrir, our newly appointed Chief Executive Officer, as a director. Mr. Zafrir will be appointed as a director upon joining Check Point.

Nominees for Director

The Nominating, Sustainability and Corporate Governance Committee recommended the seven nominees be elected to our Board of Directors at the meeting; each director will serve until next year’s annual general meeting of shareholders.

Biographical information concerning all director nominees:

Proposal

We are proposing to adopt the following resolutions:

ITEM 3 – ELECTION OF OUTSIDE DIRECTORS

The current terms of office of Messrs. Chelouche and Gecht expire in 2024, and Mr. Chelouche is standing for reelection at the meeting. The Nominating, Sustainability and Corporate Governance Committee recommended to nominate Mr. Chelouche for reelection and to nominate Ms. Dafna Gruber as an outside director to replace Mr. Gecht.

Nominees for Outside Directors

Proposal

We are proposing to adopt the following resolutions:

ITEM 4 – 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 2024.

Proposal

We are proposing to adopt the following resolution:

RESOLVED, that the appointment of Kost, Forer, Gabbay & Kasierer, as Check Point’s independent registered public accounting firm for 2024 be ratified.

ITEM 5 – PROPOSAL TO APPROVE COMPENSATION FOR OUR NEW CHIEF EXECUTIVE OFFICER

Proposal

RESOLVED, that the CEO Compensation Package for Mr. Nadav Zafrir be approved upon the terms recommended by the Compensation Committee and approved by the Board of Directors of Check Point.

ITEM 6 – PROPOSAL TO APPROVE COMPENSATION FOR THE NEW EXECUTIVE CHAIR OF THE BOARD OF DIRECTORS

Proposal

RESOLVED, that the grant to Gil Shwed of an option to purchase 170,000 ordinary shares with a per-share exercise price equal to the closing price for a Check Point ordinary share on the date of grant be approved.

ITEM 7 – PROPOSAL TO APPROVE COMPENSATION FOR THE NEW LEAD INDEPENDENT DIRECTOR

Proposal

RESOLVED, to amend the compensation of the Lead Independent Director to align with the increased role following the leadership transition.

SHAREHOLDER PROPOSALS FOR 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders holding at least 1% of the company’s outstanding voting rights are entitled to request that the board of directors include a proposal in a future shareholders meeting. The written proposal must be received by Check Point not less than 90 calendar days prior to the first anniversary of the 2024 Annual General Meeting of Shareholders.

ADDITIONAL INFORMATION

Check Point’s filings with the Securities and Exchange Commission are available to the public on the SEC’s website.