UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of May, 2019

Commission File Number 000-28584

Check Point Software Technologies Ltd. (Translation of Registrant’s name into English)

5 Ha’ solelim Street
Tel Aviv, Israel

CHECK POINT SOFTWARE TECHNOLOGIES LTD. 5 Ha’ solelim Street Tel Aviv, Israel

PROXY STATEMENT ______________

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on June 19, 2019

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 June 19, 2019 at 5:00 P.M. (Israel time), at Check Point’s principal executive offices at 5 Ha’ solelim Street, Tel Aviv, Israel 6789705.

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 one-year terms of our six current directors who are not outside 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 2019 – 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 2018 consolidated financial statements;
3. As required by Israeli law, to approve the compensation for our Chief Executive Officer;
4. As required by Israeli law, to readopt our executive compensation policy; and
5. To amend our Employee Stock Purchase Plan.

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 Ha’ solelim Street, Tel Aviv, Israel, or our registrar and transfer agent receives it in the enclosed envelope, by June 19, 2019 at 6:59 A.M. Israel time, which is June 18, 2019 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 note on the proxy card that you are a "controlling shareholder" or have a "personal interest" with respect to a specific resolution.

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 10, 2019, or the "Record Date." 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 are mailing copies of this Proxy Statement and the proxy cards to our shareholders of record on the Record Date on or about May 10, 2019, and we will solicit proxies primarily by mail and email. The original solicitation of proxies by mail and email may be further supplemented by solicitation by telephone, mail, email and other means by certain of our officers, directors and employees, but they will not receive additional compensation for these services. We will bear the cost of external solicitors and of the solicitation of the proxy cards, including postage, printing and handling, and will reimburse the reasonable expenses of banks, brokerage firms and others for forwarding material to beneficial owners of our ordinary shares.

Quorum and Required Vote

On May 10, 2019, we had outstanding 152,239,508 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. 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 (to the same day, time and place), or to a day, time and place proposed by the Chairman of our Board of Directors with the consent of the majority of the voting power represented at the meeting in person or by proxy and voting on the adjournment. Any two shareholders who attend an adjourned meeting in person or by proxy will constitute a quorum, regardless of the number of shares they hold or represent. Under Israeli law, broker non-votes and abstentions will be counted toward the required quorum, but will then have no effect on whether the requisite vote is obtained (that is, they will not be counted as voting for or against the proposals to be presented at the meeting).

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, Dr. Tal Shavit and Shai Weiss (who joined the Board in December 2018). Under our Articles of Association, the maximum number of our directors is fixed at twelve. We currently have ten directors. Four of these directors, Yoav Z. Chelouche, Irwin Federman, Guy Gecht and Ray Rothrock, are our "outside directors" under Israel’s Companies Law. The current term of office of Messrs. Chelouche and Gecht will expire in 2021, and the current term of office of Messrs. Federman and Rothrock will expire in 2020. You are being asked at this time to reelect all of our current directors who are not outside directors. If all nominees for election to our Board of Directors are elected, the foregoing six directors will continue to serve as directors following the meeting, in addition to the outside directors. In accordance with Israel’s Companies Law, each of the nominees for election to our Board of Directors (as well as our four outside directors) has certified to us that he or she meets all the requirements of Israel’s Companies Law for election as a director of a public company and possesses the necessary qualifications and has sufficient time to fulfill his or her duties as a director of Check Point, taking into account the size and special needs of Check Point. During the past year, all of our directors attended more than 75% of our Board of Directors meetings and more than 75% of the meetings of each of the committees of the Board of Directors on which they serve.

Nominees for Director

The Nominating Committee of our Board of Directors, which consists of Irwin Federman, Ray Rothrock, Dr. Tal Shavit and Shai Weiss, recommended that the following six nominees be reelected to our Board of Directors at the meeting. Our Board of Directors approved this recommendation. Each director who is elected at the meeting will serve until next year’s annual general meeting of shareholders.

• Gil Shwed is the founder, Chief Executive Officer and Director. Mr. Shwed served as Chairman of our Board of Directors until September 2015. Mr. Shwed is considered the inventor of the modern firewall and authored several patents, such as the company’s Stateful Inspection technology. Mr. Shwed has received numerous accolades for his individual achievements and industry contributions, including an honorary Doctor of Science from the Technion – Israel Institute of Technology, an honorary Doctor of Science from Tel Aviv University, the World Economic Forum’s Global Leader for Tomorrow for his commitment to public affairs and leadership in areas beyond immediate professional interests, and the Academy of Achievement’s Golden Plate Award for his innovative contribution to business and technology. Mr. Shwed is the Chairman of the Board of Trustees of the Youth University of Tel Aviv University. Mr. Shwed is a Tel Aviv University Governor and founder of the University’s Check Point Institute for Information Security. He is also Chairman of the Board of the board of directors of Yeholot Association Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools. In 2018, Gil was awarded the Israel Prize for his contributions to the Israeli technology industry.
• Marius Nacht, one of Check Point’s founders, has served as Chairman of our Board of Directors since September 2015 and as Vice Chairman of our Board of Directors from 2001 until September 2015. Mr. Nacht has also served as one of our directors since we were incorporated in 1993. From 1999 through 2005, Mr. Nacht held Senior Vice President roles at Check Point. He also serves as a director in a number of private companies. Mr. Nacht earned a B.S. (cum laude) in Physics and Mathematics from the Hebrew University of Jerusalem in 1983, and an M.S. in Electrical Engineering and Communication Systems from Tel Aviv University in 1987.
• Jerry Ungerman has served as Vice Chairman of our Board of Directors since 2005. From 2001 to 2005, Mr. Ungerman served as our President and before that, from 1998 until 2000, he served as our Executive Vice President. Prior to joining us, Mr. Ungerman accumulated extensive experience in high-tech sales, marketing and management experience at Hitachi Data Systems (HDS), a data storage company and a member of the Hitachi, Ltd. group. He began his career with International Business Machines Corp. (IBM), a global technology products and services company, after earning a B.A. in Business Administration from the University of Minnesota.
• Dan Propper has served on our Board of Directors since 2006. Mr. Propper is the Chairman of the Board for the Osem Group, a leading Israeli manufacturer of food products. Mr. Propper served as the Chief Executive Officer of Osem for 25 years until April 2006. In addition to his role at Osem, from 1993 until 1999, Mr. Propper served as President of Israel’s Manufacturers’ Association, an independent umbrella organization representing industrial enterprises in Israel, and as Chairman of the Federation of Economic Organizations in Israel, which unites economic and business organizations that represents all business sectors in Israel. Mr. Propper has received numerous awards for his contributions to the Israeli industry and economy, including an honorary Doctorate from the Technion – Israel Institute of Technology in 1999. Mr. Propper serves as a member of the board of directors of Osem Investments Ltd., Vitania Ltd. and a number of private companies. Mr. Propper is also a member of the board of governors of the Technion, the Weizmann Institute of Science, Tel Aviv University and Ben-Gurion University in Israel. From October 2011 to September 2014, Mr. Propper served as the Chairman of the Supervisory Council of the Bank of Israel. In 2018, Mr. Propper was appointed the Czech Republic Honorary Consul in Jerusalem. Mr. Propper earned a B.Sc. (summa cum laude) in Chemical Engineering and Food Technology from the Technion.
• Dr. Tal Shavit has served on our Board of Directors since 2000. Dr. Shavit is an organizational consultant specializing in international collaboration between Israeli and American companies, consulting in the management of cultural differences in order to forge effective collaboration. Her work with leading management teams includes the definition of organizational culture as the engine of the company’s activities. She consults with companies undergoing structural change with emphasis on organizational growth through effective mergers and acquisitions and a redefining of management roles in order to meet market changes.
• Shai Weiss has served on our Board of Directors since December 2018. Mr. Weiss is the Chief Executive Officer of Virgin Atlantic, one of the most innovative airlines in the world. Mr. Weiss joined Virgin Atlantic as Executive Vice President and Chief Financial Officer in July 2014 from Virgin Management Ltd, where he had been an Investment Partner since 2012 and was a Founding Partner of Virgin Green Fund. Prior to joining Virgin Group, he held several senior management positions at ntl:Telewest (now Virgin Media), the UK and Europe’s largest cable operator. Mr. Weiss was part of the turn-around of ntl with roles including Managing Director of Consumer Products, Director of Operations, and Director of Financial Planning for the Consumer division. Mr. Weiss was also behind the merger between Virgin Mobile UK and ntl:Telewest and the re-brand to Virgin Media. Prior to ntl, Mr. Weiss established the European office of early-stage technology venture fund JVP and was a senior associate with Morgan Stanley. He holds an M.B.A. degree from Columbia University and a BBA degree from City University of New York, Baruch College.

As noted above, Yoav Z. Chelouche, Irwin Federman, Guy Gecht and Ray Rothrock are our outside directors under Israel’s Companies Law. The current terms of office of Messrs. Chelouche and Gecht expire in 2021, and the terms of office of Messrs. Federman and Rothrock expire in 2020, and they are not required to stand for reelection at this meeting. Biographical information concerning all of our outside directors is set forth below.

ITEM 2 – PROPOSAL TO RATIFY THE APPOINTMENT AND COMPENSATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; REVIEW AND DISCUSSION OF OUR 2018 CONSOLIDATED FINANCIAL STATEMENTS

Our Board of Directors has appointed Kost, Forer, Gabbay & Kasierer, an Israeli accounting firm that is a member of Ernst & Young Global, as our independent registered public accounting firm for 2019. Kost, Forer, Gabbay & Kasierer have audited our books and accounts since we were incorporated. Representatives of Kost, Forer, Gabbay & Kasierer will attend the meeting and will be invited to make a statement. They will be available to respond to appropriate questions raised during the meeting. In accordance with Section 60(b) of Israel’s Companies Law, you are invited to discuss our 2018 consolidated financial statements, and questions regarding the financial statements may be addressed to us or to our auditors. Our Annual Report on Form 20-F for the year ended December 31, 2018, including our 2018 audited consolidated financial statements, is available on our website at www.checkpoint.com.

ITEM 3 – PROPOSAL TO APPROVE COMPENSATION TO OUR CHIEF EXECUTIVE OFFICER

Background

Our shareholders are being asked to approve the grant of an option award to our Chief Executive Officer, Mr. Gil Shwed. Since Mr. Shwed has requested to forego his salary and bonus for 2019, as he has done for several years, the proposed option award constitutes the sole annual compensation package for Mr. Shwed, except for an amount equal to the minimum wage (approximately $1,500 per month), which cannot be waived under Israeli law.

Gil Shwed is the founder, Chief Executive Officer and a director of the company since Check Point’s inception. His ongoing long-term active committed contribution to Check Point since inception has been key to Check Point’s sustained growth and long-term success.

Approval Requirements under Israeli Law

Israel’s Companies Law provides that the compensation of our Chief Executive Officer and our directors, whether as directors, officers or consultants, requires the approval of the Compensation Committee, the Board of Directors and the shareholders. This includes cash compensation as well as compensation in the form of equity awards. Accordingly, the proposed option grant, which was approved and recommended by our Compensation Committee and Board of Directors, to Mr. Shwed, who is our Chief Executive Officer, director and founder, also requires shareholder approval at the meeting.

Overall Executive Compensation Strategy

As stated in Check Point’s Executive Compensation Policy, which the shareholders are being asked to re-adopt at the meeting, our Compensation Committee believes that strong, effective leadership is fundamental to Check Point’s continued growth and success in the future.

This requires the ability to attract, retain, reward and motivate highly-skilled executives; executives with the competencies needed to excel in a rapidly changing marketplace and to continually motivate the Check Point employees.

In doing so and in line with the guidelines of Check Point’s Executive Compensation Policy (attached as Annex A to the Proxy Statement), the Compensation Committee promotes an executive compensation strategy that is intended to align between the need to incentivize executives to succeed in achieving their goals and the need to assure that the compensation structure meets Check Point’s interests and its overall financial and strategic objectives, while offering executives a compensation package that is competitive with other companies in our industry, and in particular in the IT, Internet security and data security industries.

Check Point’s Executive Compensation Policy

PURPOSE

The purpose of Check Point Software Technologies Ltd. (“Check Point”) Executive Compensation Policy (the “Policy”) is to describe Check Point’s overall compensation strategy for executive officers and directors and to provide guidelines for setting compensation of its executive officers and directors.

The Policy is adopted in accordance with the requirements of Israel’s Companies Law, (the “Companies Law”) and reflects the specific compensation requirements and limitations as set forth in the Companies Law. This Policy applies to the compensation arrangements of all of Check Point’s directors and executive officers, including all office holders (as defined in the Companies Law) (collectively, the “Executives”).

RESOLVED, that the grant to Gil Shwed of an option to purchase 1.3 million ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the NASDAQ Global Select Market on the date of the 2019 Annual General Meeting of Shareholders and upon the terms recommended by Check Point’s Compensation Committee and approved by Check Point’s Board of Directors be, and it hereby is, approved.

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 necessary for the approval of the resolution to approve the grant of an option to our Chief Executive Officer, who is also a director. In addition, the shareholders’ approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest in the approval of the grant of an option to our Chief Executive Officer.

ITEM 4 – PROPOSAL TO READOPT THE COMPANY’S EXECUTIVE COMPENSATION POLICY

Pursuant to Israel’s Companies Law, all public Israeli companies, including companies whose shares are only publicly-traded outside of Israel, such as Check Point, are required to adopt a written compensation policy for their executives, which addresses certain items prescribed by Israel’s Companies Law.

RESOLVED, to readopt the Check Point Executive Compensation Policy in the form attached as Annex A hereto.

ITEM 5 – PROPOSAL TO AMEND THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN

The Compensation Committee of our Board of Directors has reviewed Check Point’s Employee Stock Purchase Plan (as amended and restated in 2015), which we refer to as the ESPP, and recommended that the number of ordinary shares available for issuance under the ESPP increase and be set at 750,000 ordinary shares.

RESOLVED, that the number of ordinary shares available for issuance under Check Point’s Employee Stock Purchase Plan increase and be set at 750,000 ordinary shares.

Annual General Meeting of Shareholders of CHECK POINT SOFTWARE TECHNOLOGIES LTD. JUNE 19, 2019

MARIUS NACHT
Chairman of the Board of Directors
Dated: May 16, 2019

Annex A

Check Point Software Technologies Ltd. Executive Compensation Policy

GENERAL CONSIDERATIONS IN SETTING COMPENSATION

In setting compensation of an Executive, the Compensation Committee and the Board of Directors shall consider, among other things, the following factors:

• the educational, professional experience and accomplishments of the Executive;
• the Executive’s position, responsibilities and prior compensation arrangements;
• data of peer companies, including companies in the industry and/or geographic market;
• compensation for comparably situated executives;
• the Executive’s expected contribution to Check Point’s future growth and profitability;
• the relation between the average cost of compensation of the Executives and the average and median cost of compensation of Check Point’s employees and contractors.

The information set forth in this section is, and should be construed, as a “pre-announcement notice” of the 2020 annual general meeting of shareholders in accordance with Rule 5C of Israel’s Companies Regulations (Notice of General and Class Meetings in a Public Company), 2000, as amended.