0001084577-22-000026 8-K 12 20220831 5.07 20220906 20220906 CYREN Ltd. 0001084577 7372 000000000 L3 1231 8-K 34 000-26495 221228280 10 HA-MENOFIM STREET 5TH FLOOR HERZLIYA L3 4672561 011-972-9-863-6888 10 HA-MENOFIM STREET 5TH FLOOR HERZLIYA L3 4672561 COMMTOUCH SOFTWARE LTD 19990419 8-K 1 cyrn-20220831.htm 8-K 10 Ha-Menofim St.5th FloorHerzliyaIsrael0001084577FALSE00010845772022-08-312022-08-31 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): August 31, 2022 CYREN LTD. (Exact Name of Registrant as Specified in its Charter) Israel 000-26495 Not applicable (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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) Not Applicable (Former name or former address, if changed since last report) 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: ? 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 exchange on which Title of each class Trading symbol(s) registered Ordinary Shares, par value ILS 3.0 per share CYRN The Nasdaq Stock Market LLC 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 5.07 Submission of Matters to a Vote of Security Holders. On August 31, 2022, Cyren LTD. (the “Company”) held its 2022 Annual Meeting of Shareholders. At the 2022 Annual Meeting of Shareholders, the shareholders voted on (i) the election of six director nominees (Proposal 1), (ii) the approval of the compensation of the Company’s Chief Executive Officer (Proposal 2), (iii) the approval of the Company’s revised Executive Compensation Policy for Non-Employee Directors (Proposal 3), (iv) the approval of the Amended and Restated 2016 Equity Incentive Plan (Proposal 4), (v) the approval of the Amended and Restated 2016 Non-Employee Director Equity Incentive Plan (Proposal 5), (vi) the appointment and compensation of the Company’s independent registered accountants (Proposal 6), (vii) and the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 7). Each of the proposals is described in more detail in the proxy statement the Company filed with the Securities and Exchange Commission on August 2, 2022. The results of the votes are set forth below. Proposal 1 The shareholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2023 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified. Nominee For Against Abstain Broker Non-Vote James Hamilton 1,741,308 53,541 7,275 1,780,801 Brett Jackson 1,735,904 51,001 15,219 1,780,801 Hila Karah 1,731,885 54,649 15,590 1,780,801 Cary Davis 1,738,700 55,649 15,590 1,780,801 David Earhart 1,738,106 56,719 7,299 1,780,801 Lauren Zletz 1,731,356 63,173 7,595 1,780,801 Proposal 2 The shareholders approved the compensation of the Company’s Chief Executive Officer. As required by Israeli law, this proposal was approved by shareholders holding a majority of the Ordinary Shares voted on such proposals (excluding abstentions) who affirmatively confirmed that they did not have a personal interest in proposal 2. For Against Abstain Broker Non-Vote 1,785,964 82,668 9,223 1,780,801 Proposal 3 The shareholders approved the Company’s amended Executive Compensation Policy and compensation for Non-Employee Directors. As required by Israeli law, this proposal was approved by shareholders holding a majority of the Ordinary Shares voted on such proposals (excluding abstentions) who affirmatively confirmed that they did not have a personal interest in Proposal 3. For Against Abstain Broker Non-Vote 1,786,080 56,480 11,535 1,780,801 -------------------------------------------------------------------------------- Proposal 4 The shareholders approved the Amended and Restated 2016 Equity Incentive Plan. For Against Abstain Broker Non-Vote 1,734,109 56,480 11,535 1,780,801 Proposal 5 The shareholders approved the Amended and Restated 2016 Non-Employee Director Equity Incentive Plan. For Against Abstain Broker Non-Vote 1,726,095 68,249 7,780 1,780,801 Proposal 6 The shareholders approved and ratified the re-appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as the Company’s independent registered public accountants for the year ending December 31, 2022, and for the year commencing January 1, 2023, and until the next annual meeting and its compensation (as approved by the Audit Committee of the Company and the Board). For Against Abstain Broker Non-Vote 3,492,714 8,061 82,150 0 Proposal 7 The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Vote 1,717,652 71,680 12,792 1,780,801 SIGNATURE 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 hereunto duly authorized. CYREN LTD. Dated: September 6, 2022 By: /s/ Brian Dunn Name: Brian Dunn Title: General Counsel