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Form 6-K CaesarStone Sdot-Yam For: Jun 25

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June 25, 2015 11:45 AM EDT
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 June 2015
 
Commission File Number: 001-35464
 
Caesarstone Sdot-Yam Ltd.
(Translation of registrant’s name into English)
 
Kibbutz Sdot Yam
MP Menashe
Israel 3780400
 (Address of principal executive offices)
 
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 x   Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   __ 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __ 
 
 
 
 
 
EXPLANATORY NOTE
 
On June 25, 2015, Caesarstone Sdot-Yam Ltd. (the “Registrant”) published a notice that it will hold a Special General Meeting of Shareholders of the Registrant on July 30, 2015 with a record date on June 30, 2015.  The Registrant will distribute a proxy statement (which will include the full version of the proposed resolutions) and a proxy card to all shareholders of record after the record date. The notice is attached hereto as Exhibit 99.1.
 
 
2
 
 
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, thereunto duly authorized.
 
 
CAESARSTONE SDOT-YAM LTD.
  
       
Date: June 25, 2015
By:
/s/ Michal Baumwald Oron
  
   
Name:  Michal Baumwald Oron
  
   
Title:    Vice President Business
  
   
             Development & General Counsel
  

 
 
3
 
 
EXHIBIT INDEX
 
The following exhibit is filed as part of this Form 6-K:
                   
Exhibit
 
99.1
Description
 
Notice of the Special General Meeting of Shareholders of the Registrant.
 
4
 
 
 
Exhibit 99.1
 
 
 CAESARSTONE SDOT-YAM LTD.
 
Kibbutz Sdot Yam, MP Menashe, 3780400, Israel
 
Tel: +972-4-636-4555
 
PROXY STATEMENT
________________________________________
 
NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS
 
To be held on July 30, 2015
 
M.P Menashe, Israel, June 25, 2015 – Caesarstone Sdot-Yam Ltd. (Nasdaq: CSTE) (the “Company”), a leading manufacturer of high quality engineered quartz surfaces, today announced that a special general meeting (the “Meeting”) of its shareholders will be held on July 30, 2015, at 5:00 pm Israel time, at the offices of the Company at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel.
 
The Meeting is being called for the following purposes:
 
 
(1)
to approve an amended Service Agreement by and between Kibbutz Sdot-Yam, the Company’s controlling shareholder, and the Company for a three-year term, commencing as of the date of the Meeting;
 
 
(2)
to approve an addendum to the Manpower Agreement by and between Kibbutz Sdot-Yam and the Company, with respect to the engagement of office holders affiliated with Kibbutz Sdot-Yam, and its renewal with respect thereto for an additional three-year term, commencing as of the date of the Meeting;
 
 
(3)
to approve the engagement and compensation terms of Mr. Giora Wegman, who is affiliated with Kibbutz Sdot-Yam, as the Company's Deputy Chief Executive Officer, for an interim period from March 22, 2015 through and until the date of the Meeting; and
 
 
(4)
to approve amendments to the Company’s Compensation Policy to (i) eliminate the additional requirement of the affirmative vote of at least 75% of the directors then in office as provided in Sections 3.2 and 13.5 of the Company's Compensation Policy and (ii) to re-approve the terms and conditions for the renewal, extension and replacement of the directors’ and officers’ liability insurance policy of the Company.
 
We are currently not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.
 
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of each proposal.
 
The approval of each of Proposal Nos. 1 through 3 is also subject to the fulfillment of one of the following additional voting requirements:
 
 
(i)
a majority of the shares that are voted at the Meeting in favor of the relevant proposal, excluding abstentions, includes a majority of the votes of shareholders who do not have a personal interest in approving the proposal; or
 
 
(ii)
the total number of shares held by the shareholders mentioned in clause (i) above that are voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
 
The approval of Proposal No. 4 is also subject to the fulfillment of one of the following additional voting requirements:
 
 
(i)
a majority of the shares that are voted at the Meeting in favor of the relevant proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders or do not have a personal interest in the approval of the proposal, present and voting; or
 
 
 
 
 
 
(ii)
the total number of shares held by the shareholders mentioned in clause (i) above that are voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
 
In connection with Proposal No. 4, the Companies Law allows the board of directors of a company to approve an amendment to the compensation policy even if the general meeting of shareholders had voted against its approval, provided that the company's compensation committee, and thereafter its board of directors, determines, based on detailed arguments, and after having reconsidered the compensation policy, that the approval of the compensation policy, despite the objection of the general meeting of the shareholders, is for the benefit of the company.
 
For this purpose, a “controlling shareholder” is any shareholder that has the ability to direct the company’s activities (other than by means of being a director or office holder of the company), including a person who holds 25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of the company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors of the company or its chief executive officer.
 
A “personal interest” of a shareholder in an action or transaction of a company includes (i) a personal interest of any of the shareholder’s relative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as detailed above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising solely from the ownership of ordinary shares of the company.
 
Only shareholders of record at the close of business on June 30, 2015, are entitled to notice of, and to vote at, the Meeting, or at any adjournment or postponement thereof.
 
A proxy statement describing the various matters to be voted upon at the Meeting along with a proxy card enabling the shareholders to indicate their vote on each matter will be mailed on or about July 8, 2015, to all shareholders entitled to vote at the Meeting. Such proxy statement shall also be furnished to the U.S. Securities and Exchange Commission (the “SEC”) under cover of Form 6-K and will be available on the Company’s website www.caesarstone.com on or about July 1, 2015. Proxies must be submitted to the Company or to its transfer agent no later than forty eight (48) hours prior to the Meeting. Proxies delivered to the Company or to its transfer agent during the forty eight (48) hours preceding the time fixed for the Meeting will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies.
 
In accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the Meeting to the Company’s offices, c/o Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, Attention: Michal Baumwald Oron, General Counsel, or by facsimile to +972-4-6364400, no later than July 12, 2015. Any position statement received will be furnished to the SEC on Form 6-K, and will be made available to the public on the SEC’s website at http://www.sec.gov.
 
  BY ORDER OF THE BOARD OF DIRECTORS
 
Maxim Ohana
Chairman of the Board of Directors
 
M.P Menashe, Israel
June 25, 2015
 


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