0001213900-20-019897 8-K 1 20200730 5.02 5.07 20200803 20200803 CYREN Ltd. 0001084577 7372 000000000 L3 1231 8-K 34 000-26495 201069475 1 SAPIR ROAD 5TH FLOOR, BEIT AMPA P.O. BOX 4014 HERZLIYA L3 46140 7037603320 C/O CYREN INC. 1430 SPRING HILL ROAD, SUITE 330 MCLEAN VA 22102 COMMTOUCH SOFTWARE LTD 19990419 8-K 1 ea124868-8k_cyrenltd.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 CYREN LTD. (Exact name of Registrant as specified in its charter) Israel 000–26495 Not applicable (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561 (Address of principal executive offices) (Zip Code) 011–972–9–863–6888 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Trading Symbol(s) Which Registered Ordinary Shares, par value ILS CYRN Nasdaq Capital Market 0.15 per share Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Approval of the Compensation terms for the Company’s Non-Executive Chairman of the Board Following the approval of the Compensation Committee (the “Compensation Committee”) of Cyren Ltd. (the “Company”) and the Company’s Board of Directors (the “Board”), at the Company’s 2020 annual meeting of shareholders held on July 30, 2020 (the “Annual Meeting”), the Company’s shareholders approved the compensation to James Hamilton, the Company’s Non-Executive Chairman of the Board, who was appointed as Chairman of the Board on June 8, 2020. The terms of Mr. Hamilton’s compensation as Non-Executive Chairman of the Board include cash compensation in the amount of $7,500 per quarter and a grant of 45,000 restricted stock units (“RSUs”). Further information regarding Mr. Hamilton’s compensation terms is set forth under Proposal Two of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on June 25, 2020 (the “Proxy Statement”) and incorporated herein by reference. Approval of Equity-Based Compensation to our Chief Executive Officer Following the approval of the Compensation Committee and the Board, at the Annual Meeting, the Company’s shareholders approved a one-time grant of 800,000 RSUs to our Chief Executive Officer, Brett Jackson, under our 2016 Equity Incentive Plan. Further information regarding Mr. Jackson’s compensation terms is set forth under Proposal Three of the Proxy Statement and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon and the results of the votes. Proposal One – The shareholders elected the following nine directors to serve until the next annual meeting of shareholders or until their respective successors are elected. Director Nominee For Against Abstain Broker Non-Vote James Hamilton 40,013,681 22,950 25,555 3,937,806 Brett Jackson 39,450,033 586,599 25,554 3,937,806 Lior Samuelson 39,341,092 695,540 25,554 3,937,806 Hila Karah 39,843,178 196,074 22,934 3,937,806 Todd Thomson 39,897,036 139,595 25,555 3,937,806 Cary Davis 39,456,446 580,185 25,555 3,937,806 Brian Chang 39,456,919 579,715 25,552 3,937,806 Lauren Zletz 39,351,681 688,203 22,302 3,937,806 Rajveer Kushwaha 39,342,759 694,626 24,801 3,937,806 Proposal Two – The shareholders approved the compensation terms for James Hamilton, the Company’s Chairman of the Board. For Against Abstain Broker Non-Vote 6,099,908 539,165 37,249 3,937,806 1 Proposal Three – The shareholders approved the equity-based compensation to Brett Jackson, the Company’s Chief Executive Officer. For Against Abstain Broker Non-Vote 5,847,180 764,145 60,012 3,937,806 Proposal Four – The shareholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the Company’s outstanding Ordinary Shares issuable in connection with the Company’s 5.75% convertible debentures, issued on March 19, 2020. For Against Abstain Broker Non-Vote 39,889,675 26,097 146,414 3,937,806 Proposal Five – The shareholders approved the appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as the Company’s independent public accountants for the year ending December 31, 2020 and for the year commencing January 1, 2021 and until the next annual meeting of shareholders and their compensation (as approved by the Audit Committee of the Company and the Board). For Against Abstain Broker Non-Vote 38,873,745 21,673 5,104,574 - Proposal Six – The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. For Against Abstain Broker Non-Vote 39,858,603 35,417 168,166 3,937,806 As required by Israeli law, each of proposals two and three were approved by shareholders holding a majority of the Ordinary Shares voted on such proposals (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders or did not have a personal interest in such proposals. 2 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. CYREN LTD. Date: August 3, 2020 /s/ J. Michael Myshrall J. Michael Myshrall Chief Financial Officer 3