Nano Dimension Chief Executive Yoav Stern has been replaced on the company's Board of Directors.
Stern will continue to serve as the company's CEO, but failed to gain approval for his reappointment to the board at Nano Dimension's Annual General Meeting last week.
Nano shareholders voted to elect Ofir Baharav and Robert Pons to the company's Board, after Murchinson - an asset management firm owning 7.1% of Nano Dimension's outstanding shares - nominated the pair earlier this year. They will take the place of Stern and General Michael Garrett.
It comes after the Israeli Direct Court validated the shareholder vote from the Nano Dimension March 2023 Special Meeting of shareholders, ruling in favour of Murchinson and suggesting Kenneth Traub and Dr. Joshua Rosensweig should also be installed. Murchinson also claims that shareholders supported its proposal to remove Yoav Stern, Yoav Nissan-Cohen, Oded Gera and Igal Rotem back in March 2023, with all except Rotem still serving when last week's AGM was held.
In the wake of last week's vote, Dr. Yoav Nissan-Cohen, Chairman of the Board of Nano, commented: “We welcome Ofir Baharav and Robert Pons to Nano’s Board and look forward to working with them to build long-term value for all Nano shareholders. Nano’s Board and management team remain committed to executing our multi-pronged strategy to become the market leader in digital manufacturing and driving meaningful growth to benefit our shareholders and all our stakeholders.
“I want to thank Mr. Yoav Stern and General Michael Garrett for their service as directors on our Board as well as their expertise and guidance in developing our strategy and positioning Nano for the future. Yoav Stern continues to serve Nano as its Chief Executive Officer.”
Nano announced that voting results confirmed that its shareholders:
- Approved the reappointment of Somekh Chaikin, Certified Public Accountants and a member of KPMG, as the Company’s independent auditor until the next annual general meeting.
- Approved the Company’s proposed compensation for all non-executive directors.
- Did not approve the compensation terms for the Company’s Chief Executive Officer, Yoav Stern.
- Did not approve de-staggering the Company’s Board by amending the Company’s amended and restated articles of association.
Nano Dimension and Murchinson have long been in dispute about the running of the company, with the Nano shareholder regularly attempting to have new additions to the board elected. Stern once said that he would resign as CEO if Murchinson gained representation at board level, while Murchinson has previously suggested Nano should seek board approval for any 'strategic deals'. Since then, Nano Dimension has agreed deals to acquire both Desktop Metal and Markforged. In November, a Murchinson letter to Nano shareholders said of these proposed acquisitions that both Desktop Metal and Markforged were 'cash-burning organisations with decelerating revenue growth' and questioned whether Nano would be able to turn those businesses into profitable ones.