Notice of NICE’s Annual General Meeting of Shareholders
NICE Ltd. (the "Company") hereby announces that the Company's Annual General Meeting of Shareholders will be held on Monday, May 14, 2018, at 15:00 p.m. (local time), at the Company's offices at 13 Zarchin Street, Raanana 4310602, Israel (the "Meeting"). Shareholders in the United States are also invited to attend via video conference at our offices at 221 River St, Hoboken, New Jersey.
Summary of the Proposed Resolutions on the Meeting's Agenda
- Approval of the election of five (5) non-executive directors to the Board of the Company;
- Approval of the election of an outside director to the Board of the Company;
- Approval of the Company's Amended Compensation Policy;
- Approval of equity awards to the Company's non-executive directors;
- Approval of the renewal of our Chief Executive Officer's employment agreement;
- Approval of the re-appointment of the Company's independent auditors and to authorize the Board to set their remuneration; and
- Presentation of the Company's audited annual financial statements for the year ended December 31, 2017.
Record Date and Voting
The record date for determining the eligibility of shareholders to participate and vote at the Meeting will be at the close of business on Tuesday, April 10, 2018 (the "Record Date").
A shareholder holding Company shares on the Record Date may attend the Meeting and vote in person or appoint a proxy to participate and vote on his or her behalf at the Meeting (subject to the provisions of the Company's Articles of Association). Appointment of a proxy must be in writing, signed by the shareholder and delivered to the Company's registered office at least fourty eight (48) hours before the Meeting. In addition, shareholders may vote with respect to each of the resolutions on the Meeting's agenda by means of a proxy card (the "Proxy Card"). Only the Proxy Cards received by the Company at least fourty eight (48) hours before the Meeting, will be taken into account in the voting process. Each shareholder whose shares are registered with a member of the Tel Aviv Stock Exchange ("TASE") shall provide the Company with proof of ownership of the shares on the record date produced by the TASE member, as required by law. A shareholder whose shares are registered with a member of the Tel Aviv Stock Exchange ("TASE") is entitled, in addition to the methods of voting mentioned above, to vote by means of an electronic vote through the electronic voting system of the Israel Securities Authority (www.votes.isa.gov.il). In addition, a shareholder is permitted to express his or her position on the resolutions on the agenda of this Meeting by submitting to the Company a written statement (the "Position Statement"). Position Statements should be submitted to the Company's offices, to the attention of the General Counsel and Corporate Secretary, Mrs. Tali Mirsky, no later than May 4, 2018.
Review of Documents
For further details with respect to the issues on the agenda of the Meeting and the full version of the resolutions for approval see the Proxy Statement, which may be reviewed on the Israeli Securities Authority website at www.magna.isa.gov.il on the TASE web at www.tase.co.il on the U.S. Securities and Exchange Commission website at
www.sec.gov and on the Company's website at www.nice.com and