Stratasys will allow shareholders to vote on Nano Dimension's proposed Board of Directors at its next Annual General Meeting (AGM).
The AGM will be held on Tuesday August 8, 2023, at 3:00 p.m. Israel time, at Meitar Law Offices, 16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel, with the record date for shareholders entitled to vote at the Meeting stated as Wednesday, July 5, 2023.
Stratasys has confirmed the agenda of the meeting will allow shareholders to elect or re-elect the Stratasys Board of Directors, who will then serve as directors until the company's 2024 AGM - or until their earlier resignation, replacement or removal. Shareholders will have two options: to re-elect the current sitting Board of Directors (comprising eight individuals), or elect a new Board, which consists of seven individuals nominated by Nano Dimension.
The eight-strong Board of Directors up for re-election include: Messrs. S. Scott Crump (a current Stratasys Board member), John J. McEleney (a current Stratasys Board member), Dov Ofer (a current Stratasys Board member), David Reis (a current Stratasys Board member), Michael Schoellhorn (a current Stratasys Board member) and Yair Seroussi (a current Stratasys Board member), and Mses. Ziva Patir (a current Stratasys Board member) and Adina Shorr (a current Stratasys Board member).
Meanwhile, the slate of directors proposed by Nano Dimension includes: Messrs. Yoav Stern (Nano’s Chief Executive Officer), Nick Geddes (Nano’s Chief Technology Officer), Hanan Gino (Nano’s Chief Product Officer and Head of Strategic M&A), Zeev Holtzman (a former Stratasys director), Zivi Nedivi (Nano’s President) and Tomer Pinchas (Nano’s Chief Operating Officer), and Ms. Yael Sandler (Nano’s Chief Financial Officer).
Shareholders can only cast a vote “FOR” the Stratasys Slate or “FOR” the Nano Slate - there will be no votes cast “AGAINST” either slate. The slate of nominees receiving a majority of the votes cast “FOR” (excluding abstentions and broker non-votes) will be deemed elected by the shareholders.
The agenda also includes a vote on the reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year ending December 31, 2023 and for the additional period until the Company’s 2024 annual general meeting of shareholders, and authorisation of the Board (upon recommendation of the audit committee of the Board) to fix their remuneration.
Stratasys’ Board has unanimously recommended that Stratasys’ shareholders vote for the re-election of its current Board of Directors and the reappointment of Kesselman & Kesselman.
The votes come after Nano Dimension last year acquired an initial 12% of outstanding Stratasys shares, and this year made several attempts to acquire the company. As Nano Dimension sought to gain control of Stratasys, it insisted it should also have nominated individuals take their place on the Stratasys Board.
These developments have coincided with Stratasys landing a merger agreement with Desktop Metal, and 3D Systems also making attempts to acquire Stratasys.
