Stratasys Announces Extraordinary General Meeting Of Shareholders

Stratasys Ltd. (NASDAQ: SSYS) today announced that it will hold an Extraordinary General Meeting of Shareholders on Monday, February 25, 2013. The record date for shareholders entitled to vote at the Extraordinary Meeting is January 18, 2013.

The agenda for the meeting is as follows:
  1. To ratify (i) the election of Mr. Eyal Desheh and Mr. Victor Leventhal as external directors of the Company, each to hold office for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law-1999, and (ii) the terms of their compensation.
  2. To authorize the appointment of Mr. S. Scott Crump, the Chairman of the Company, as the Chief Innovation Officer of the Company reporting directly to the Executive Committee of the Board of Directors of the Company.
  3. To approve an amendment to the Company’s 2012 Omnibus Equity Incentive Plan to increase the pool of shares available under that 2012 Plan from 2.5 million ordinary shares to 4 million ordinary shares.
  4. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

Approval of each of Items 1, 2 and 3 above requires the affirmative vote of the holders of a majority of the voting power represented at the Extraordinary Meeting in person or by proxy and voting on the item.

Approval of Item 1 is also subject to satisfaction of one of the following, additional voting requirements:
  • the majority voted in favor of the ratification of the election and terms of compensation of the external directors must include a majority of the shares held by non-controlling shareholders who do not have a personal interest in the election and compensation of the external directors (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions; or
  • the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the ratification of the election and terms of compensation of the external directors must not exceed two percent (2%) of the aggregate voting rights in the Company.

The approval of Item 2 is also subject to satisfaction of one of the following additional voting requirements:
  • the majority voted in favor of the authorization of the appointment of Mr. Crump as Chief Innovation Officer must include a two-thirds majority of the shares held by non-controlling shareholders who do not have a personal interest in the appointment (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions; or
  • the total number of shares held by non-controlling, disinterested shareholders voted against the authorization of the appointment of Mr. Crump as Chief Innovation Officer must not exceed two percent (2%) of the aggregate voting rights in the Company.

Any two or more shareholders holding, in the aggregate, at least a majority of the voting rights in the Company constitutes a quorum for purposes of the Extraordinary Meeting. In the absence of the requisite quorum of shareholders at the meeting, the meeting will be adjourned to the same day in the next week, at the same time and place, unless otherwise determined at the meeting in accordance with the Company's Articles of Association.

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