Another Caesarstone Director Resigns
By Emerson Schwartzkopf
MP MENASHE, Israel – A Caesarstone Sdom-Yam Ltd. director resigned today due to differences with the company.
Avner Naveh is the second member of the quartz-surfaces producer’s board of directors to resign in the last eight days, following a special meeting of company shareholders on Sept. 17.
In a Form 6-K filing with the U.S. Securities and Exchange Commission (SEC), the company reported that Naveh “informed the board that he was resigning due to a difference of opinion over matters related to the board’s work and material resolutions.”
The remaining members of the board “reaffirmed its confidence in its processes and resolutions,” according to today’s SEC filing.
Naveh was affiliated with Kibbutz Sdom Yam, which owns approximately 32.4% of Caesarstone’s common stock. He became a Caesarstone director in February 2014, and also sits on a variety of company boards in Israel. He previously served as a fighter pilot and officer in the Israeli Air Force, including a stint as chief of staff and deputy commander before his 2000 retirement.
Naveh’s departure follows the Sept. 17 resignation of director Ram Belinkov in the wake of a special shareholders meeting that day approving a stock-option plan for company CEO Yos Shiran. From now through the end of 2018, Shiran can buy a set amount of common shares at the end of every fiscal quarter — all at the same price of $41.37 per share, the NASDAQ closing price for Caesarstone on Sept. 17.
The plan makes a cumulative total of 360,000 shares available for purchase by Shiran through December 2018.
In a Sept. 17 SEC filing, the company reported Belinkov’s resignation “due to a difference of opinion over matters related to board governance and the decision regarding the recent grant of options to the Company’s Chief Executive Officer.”
The filing also noted that “the board reaffirmed its confidence in its governance processes and in its oversight of executive compensation through its compensation committee comprised entirely of independent directors.”
Belinkov, who serves on a number of Israeli government boards, is also a former budget director for the Israeli government’s finance ministry and general manager for the interior ministry. He joined Caesarstone’s board in December 2013.
Belinkov served as an independent director, as determined by NASDAQ. Following his resignation, the then-10-member board had an equal number of independent and non-independent members, which put the company in non-compliance with NASDAQ rules.
Naveh’s exit reduces the non-independent directors to four, bringing the new nine-member board into compliance.
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