UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
MELLANOX TECHNOLOGIES, LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
EXPLANATORY NOTE
The registrant is filing definitive additional materials to correct an inadvertent omission in the form of proxy card attached to the registrant’s definitive proxy statement on Schedule 14A, filed June 20, 2018. The original form of proxy card provided for vote options of “For” and “Against” for Proposal 4. The attached corrected form provides the vote options of “For,” “Against” and “Abstain” for Proposal 4. The actual proxy cards distributed to shareholders stated the correct vote options.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet – QUICK AND EASY IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail MELLANOX TECHNOLOGIES, LTD. As a shareholder of Mellanox Technologies, Ltd., you have the option of voting your shares electronically through the Internet, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on July 24, 2018. Vote by Internet Vote by Telephone Vote by Mail Access submit the your Website proxy: and If Call you Toll-Free: are calling +1 from (800) outside 868-5136 of the Sign in and the postage-paid return our proxy www.proxyvoting.com/MLNX U.S. please call +1 (484) 997-2085 envelope provided. Important The Notice Notice, Regarding Proxy Statement, the Availability Form of Proxy of Proxy and Materials Annual Report for the on Annual Form 10-K Meeting are Available of Shareholders: at: www.Stockholderdocs.com/MLNX FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED MELLANOX TECHNOLOGIES, LTD. PROXY FOR THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD JULY 25, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MELLANOX TECHNOLOGIES, LTD. The undersigned shareholder of Mellanox Technologies, Ltd., an Israeli company, hereby acknowledges receipt of the Notice of 2018 Annual General Meeting of Shareholders and Proxy Statement each dated June 20, 2018 and hereby appoints each of Eyal Waldman and Alinka Flaminia as proxy and attorney-in-fact, with full power of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 2018 Annual General Meeting of Shareholders of Mellanox Technologies, Ltd. to be held on July 25, 2018 at 5:00 p.m. local Israeli time (10:00 a.m. Eastern Time) at the offices of Mellanox Technologies, Ltd., located at 8B Habarzel Street, Tel Aviv, Israel 6971012 and at any postponement or adjournment thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the other side. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted “FOR” ALL of the Director Nominees, “FOR” the approval of the 2018 performance-based cash incentive award to Eyal Waldman, “FOR” the approval of the grant of restricted share units and performance share units to Eyal Waldman, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, “FOR” the approval of the Third Amended and Restated Global Share Incentive Plan (2006) and increase in shares reserved for issuance thereunder, “FOR” the approval of cash compensation and vesting of restricted share units to each of Steve Sanghi and Umesh Padval and “FOR” the appointment of Kost Forer Gabbay & Kasierer, the Israel-based member of Ernst & Young Global, as our independent registered public accounting firm and the authorization of the audit committee to determine its fiscal 2018 remuneration. If the undersigned does not state otherwise, any additional business to properly come before the meeting will be voted in a manner consistent with the Israeli Companies Law, 1999, Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended, and in accordance with the best judgment of the proxies named herein. (Continued and to be signed on the reverse side)
MELLANOX TECHNOLOGIES, LTD. If you have questions or require any assistance with voting your shares, please contact the Company’s proxy solicitor listed below: 1407 Broadway New York, New York 10018 +1 (212) 929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners. com THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED IN ACCORDANCE WITH THE Please mark your votes X RECOMMENDATIONS OF THE BOARD OF DIRECTORS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” the Director Nominees set forth under Proposal 1 and “FOR” Proposals 2b, 3b, 4, 5, 6 & 7 Proposal 1 For Against Abstain Proposal 4 For Against Abstain 1) Glenda Dorchak To approve conduct the an compensation advisory vote of to our 2) Irwin Federman named executive officers. 3) Amal Johnson 4) Jack Lazar Proposal 5 For Against Abstain 5) Jon A. Olson To approve the Restated Plan, Padval Third 6) Umesh making certain changes to the terms 7) David Perlmutter of the Second Amended and Restated 8) Steve Waldman Sanghi Global Share Incentive Plan (2006) 9) Eyal and to increase the number of ordinary 10) Gregory Waters shares reserved for issuance under 11) Thomas Weatherford the plan by an additional 2,077,000 Proposal 2a a Personal Interest with For Against shares to 4,467,000 shares. Do regards you have to Proposal 2b? Proposal 6 For Against Abstain HAVE a Personal Interest To approve cash compensation in the Note: and by By selecting selecting AGAINST FOR I confirm I that I DO I NOT amount of $8,506.85 for Steve Sanghi confirm DO HAVE a Personal Interest in and $9,000.00 for Umesh Padval and voting this proposal. the vesting of an additional 700 restricted Proposal 2b For Against Abstain share units out of the 4,200 restricted cash To approve incentive the award 2018 performance- to Eyal Waldman, based share of Mr. Sanghi units previously and Mr. Padval, granted as to each achievement our CEO, which of pre-established will be tied to the revenue Company’s compensation for their services as and earnings per share objectives for fiscal directors on May 25, during 2018 the through period the beginning date if 2018 earned, and in which 2019. will be measured and paid, prior to the Annual General Meeting, Proposal 3a For Against July 24, 2018. Do you have a Personal Interest with To Proposal appoint 7 Kost Forer Gabbay & For Against Abstain regards to Proposal 3b? Kasierer, the Israel-based member Note: By selecting FOR I confirm that I DO NOT HAVE HAVE a Personal a Personal Interest Interest of Ernst & Young Global, as our and by selecting AGAINST I confirm I DO in independent registered public voting this proposal. accounting firm for the fiscal year To Proposal approve 3b For Against Abstain ending December 31, 2018 and to of 36,000 restricted the grant share to Eyal units Waldman and authorize determine our our audit accounting committee firm’s to number 36,000 performance can be increased share to units, up to which 63,000 fiscal 2018 remuneration in shares for over achievement of performance accordance nature of their with services. the volume and objectives Restated Global under Share the Third Incentive Amended Plan and (2006) (the our shareholders. “Third Restated Plan”) if approved by Signature of Shareholder Date:, 2018 Signature of Shareholder Date:, 2018 Note: administrator, sharesPlease are held sign attorney, jointly, exactly trustee each as your holder or guardian, name should or names please sign. appear When give full signing on title this as Proxy. as such. executor, When If the giving signer by authorized full is a title corporation, as person. such. If please signer sign is a full partnership, corporate please name by sign duly in authorized partnership officer, name