6-K 1 zk2432198.htm 6-K

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 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of October 2024

Commission File Number 0-28584

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

5 Shlomo Kaplan Street, Tel Aviv, Israel
 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐   No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

This Form 6-K is incorporated by reference into the Registrant’s Form S-8 File Nos. 333-132954, 333-207335, 333-211113, 333-228075, 333-235322, 333-240141, 333-276518 and 333-278473.

Annual General Meeting
 
Check Point Software Technologies Ltd. (the “Company”) held its Annual General Meeting on October 31, 2024. A total of 87.6 million Ordinary Shares, par value NIS 0.01 per share, of the Company (“Ordinary Shares”) held by shareholders of record at the close of business on September 18, 2024 (the “Record Date”) were present and entitled to vote at the Annual General Meeting.

At the Annual General Meeting, the Company’s shareholders voted on the following seven proposals:

Proposal 1:

To increase the size of the Board of Directors (the “Board”) to ten members in accordance with the Company’s Articles of Association:

For
Against
Abstain
Approval Percentage
87,207,307
331,522
49,197
99.6%

Proposal 2:

To elect the following seven directors to the Board to serve until the 2025 annual general meeting of shareholders:

Nominee
For
Against
Abstain
Approval Percentage
Gil Shwed
86,820,027
726,070
41,929
99.2%
Nadav Zafrir
86,882,870
553,563
151,593
99.4%
Tzipi Ozer-Armon
85,437,365
1,984,326
166,335
97.7%
Tal Shavit
83,494,365
3,927,516
166,145
95.5%
Jill D. Smith
85,451,986
1,985,048
150,992
97.7%
Jerry Ungerman
79,159,429
8,278,099
150,498
90.5%
Shai Weiss
84,693,633
2,728,933
165,460
96.9%

Each of the nominees was elected by the Company’s shareholders by the requisite majority required under the Israeli Companies Law, 5759-1999 (the “Companies Law”).

Proposal 3:

To elect Yoav Z. Chelouche as an Outside Director (within the meaning of the Companies Law) for a three year term:

For
Against
Abstain
Approval Percentage
74,695,937
9,790,240
3,101,849
88.4%

Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling Shareholder (as such terms are defined in the Companies Law), approximately 88.4% voted for the election of Mr. Chelouche.

To elect Dafna Gruber as an Outside Director (within the meaning of the Companies Law) for a three year term:

For
Against
Abstain
Approval Percentage
86,523,576
912,847
151,603
99.0%

Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling Shareholder (as such terms are defined in the Companies Law), approximately 99.0% voted for the election of Ms. Gruber.

The election of Mr. Chelouche and Ms. Gruber were approved by the Company’s shareholders by the requisite majority required under the Companies Law.

Proposal 4:

To approve the appointment and compensation of Company’s independent public accountants:

For
Against
Abstain
Approval Percentage
77,192,520
10,349,571
45,935
88.2%

Proposal 4 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.

Proposal 5:

To approve the compensation of the Company’s Chief Executive Officer:

For
Against
Abstain
Approval Percentage
80,605,923
6,879,328
102,775
92.1%

Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling Shareholder (as such terms are defined in the Companies Law), approximately 92.1% voted for the approval of Proposal 5.

Proposal 5 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.

Proposal 6:

To approve the compensation of the Company’s Executive Chair:

For
Against
Abstain
Approval Percentage
83,407,771
3,848,742
331,513
95.6%

Of the Ordinary Shares held by shareholders that indicated that they do not have a Personal Interest and are not a Controlling Shareholder (as such terms are defined in the Companies Law), approximately 93.8% voted for the approval of Proposal 6.

Proposal 6 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.

Proposal 7:

To  to approve the compensation of the Lead Independent Director

For
Against
Abstain
Approval Percentage
86,741,650
610,648
235,728
99.3%

Proposal 7 was approved by the Company’s shareholders by the requisite majority required under the Companies Law.

Exhibit


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Check Point Software Technologies Ltd.


 By:
/S/ Roei Golan
Name:
Roei Golan

Title:
Chief Financial Officer

Date: October 31, 2024