Senstar Technologies (SNT) 6-KCurrent report (foreign)

SENSTAR TECHNOLOGIES CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Senstar Technologies Corporation (“Senstar”):

 

Senstar cordially invites you to attend the Annual Meeting of Shareholders of Senstar (the “Meeting”) to be held at Senstar’s principal executive offices, at 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0, on November 25, 2024 at 9:00 a.m. (Ottawa time), and thereafter, as it may be adjourned from time to time for the following purposes:

 

 

Further information regarding the proposals is included in the proxy statement, which is being mailed to Senstar’s shareholders in advance of the Meeting. The proxy statement is also being furnished to the United States Securities and Exchange Commission (the “SEC”) on Form 6-K and is available to the public on the SEC’s website at http://www.sec.gov and Senstar’s website at www.senstar.com. A form of proxy card will be enclosed with the proxy statement.

 

Only shareholders of record at the close of business on October 24, 2024 (the “Record Date”) will be entitled to receive notice of, and to vote at, the Meeting.

 

A quorum must be present in order for the Meeting to be held. Pursuant to Senstar’s By-Laws, the quorum required for the Meeting consists of at least two shareholders present, in person or by proxy, who hold or represent at least twenty-five percent (25%) of Senstar’s issued and outstanding share capital entitled to vote at the Meeting. The proposals on the agenda at the Meeting do not allow for discretionary voting by banks, brokers or other nominees. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall be adjourned to December 2, 2024, at the same time and place.

 

A simple majority of votes cast at the Meeting on each proposal, whether in person or by proxy, will constitute approval of such proposal.  To be effective, proxies must be deposited by November 21, 2024 at 11:59 p.m. (Eastern Standard Time), or in the case of any adjournment, no later than 48 hours (excluding weekends and Ontario holidays) prior to the rescheduled Meeting.

All shareholders are entitled to contact Senstar directly and receive the text of the proxy materials. Once made available to the public as described above, such documents will also be available for inspection at Senstar’s principal executive offices, which are located at 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0, during regular business hours and subject to prior coordination. Senstar’s phone number is +1-613-839-5572.

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE

COMPLETED, SIGNED, DATED AND RETURNED PROMPTLY

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 25, 2024

INTRODUCTION

This proxy statement is being distributed to Senstar Technologies Corporation’s (“Senstar”) shareholders in connection with the solicitation by Senstar’s management of proxies to be used at the Annual Meeting of Shareholders, as it may be adjourned or postponed from time to time (the “Meeting”), to be held at Senstar’s principal executive offices located at 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0, on November 25, 2024, at 9:00 a.m. (Ottawa time) and thereafter as it may be adjourned from time to time for the following purposes:

 

Shareholders of record who held Senstar common shares at the close of business on October 24, 2024 (the “Record Date”), are entitled to notice of, and to vote at, the General Meeting.

 

In addition, shareholders who, as of the Record Date, held Senstar common shares through a bank, broker or other nominee which is a shareholder of record of Senstar or which appears in the participant list of a securities depository, are considered to be beneficial owners of shares held in “street name.” These proxy materials are being forwarded to beneficial owners by your bank, broker or other nominee that is considered the holder of record. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Meeting but may not actually vote their shares in person at the Meeting (unless appointed as a proxyholder by the holder of record). For those beneficial owners, the bank, broker or other nominee that is a shareholder of record has enclosed a voting instruction card for you to use in directing the holder of record how to vote the shares.

 

As of October 24, 2024, there were 23,309,987 Senstar common shares issued and outstanding, each entitled to one vote each upon each of the matters to be presented at the Meeting.

The information contained in this Proxy Statement is current as of October 24, 2024, unless stated otherwise.

 

 

A quorum must be present in order for the Meeting to be held. Pursuant to Senstar's By-Laws, the quorum required for the Meeting consists of at least two shareholders present, in person or by proxy, who hold or represent at least twenty-five percent (25%) of Senstar’s issued and outstanding share capital entitled to vote at the Meeting. The proposals on the agenda at the Meeting do not allow for discretionary voting by banks, brokers or other nominees. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to December 2, 2024, at the same time and place.

 

 

Each Senstar common share is entitled to one vote on the proposals on the agenda. If two or more persons are registered as joint owners of any Senstar common shares, the right to attend the Meeting shall be conferred upon all of the joint owners, but the right to vote at the Meeting and/or the right to be counted as part of the quorum required for the Meeting shall be conferred exclusively upon the senior among the joint owners attending the Meeting, in person or by proxy, and for this purpose seniority shall be determined by the order in which the names appear on Senstar’s Shareholder Register.

 

Only Senstar common shares that are voted will be counted at the Meeting. Senstar common shares present at the Meeting that are not voted on a particular proposal or Senstar common shares present by proxy where the shareholder properly withheld authority to vote on such proposal will not be counted in determining whether such matter is approved by shareholders, but abstentions will be counted for purposes of determining whether a quorum exists.

 

 

All Senstar common shares represented by properly executed proxies deposited by November 21, 2024 at 11:59 p.m. (Eastern Standard Time), or in the case of any adjournment, no later than 48 hours (excluding weekends and Ontario holidays) prior to the rescheduled Meeting and not revoked prior to or at the Meeting in accordance with the procedure described below will be voted as specified in the instructions indicated in such proxies. If no instructions are indicated, such proxies will be voted in favor of the proposals at the Meeting.

 

 

A shareholder who has given a proxy may revoke the proxy: (a) by completing and signing a proxy bearing a later date and depositing it as aforesaid; or (b) by depositing an instrument in writing executed by the shareholder or by their attorney authorized in writing or electronic signature: (i) with the Chief Financial Officer of Senstar, 119 John Cavanaugh Drive, Ottawa, Ontario, Canada, K0A 1L0, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or (ii) with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or (c) in any other manner permitted by law. If a shareholder attends the Meeting and votes, their vote will revoke any proxy they previously submitted. Attendance without voting at the Meeting will not in and of itself constitute revocation of a proxy.

 

 

Senstar will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, Senstar’s directors, officers and employees may solicit proxies from shareholders by telephone, email, personal interview or otherwise. Senstar’s directors, officers and employees will not receive additional compensation for such solicitation but may be reimbursed for out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of Senstar common shares held of record by them, and such custodians will be reimbursed for their reasonable expenses. Senstar may reimburse the reasonable charges and expenses of brokerage houses or other nominees or fiduciaries for forwarding proxy materials to, and obtaining authority to execute proxies from, beneficial owners for whose accounts they hold Senstar common shares.

 

As a foreign private issuer, Senstar is exempt, among other things, from the rules under the Securities Exchange Act of 1934, as amended, related to the furnishing and content of proxy statements. The circulation of this notice and proxy statement should not be taken as an admission that Senstar is subject to such rules.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT OF SENSTAR

 

The following table sets forth certain information regarding the beneficial ownership of common shares of Senstar as of October 24, 2024, by:

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power.  The percentage ownership of each such person is based on the number of Senstar common shares outstanding as of October 24, 2024, and includes the number of Senstar common shares underlying options that are exercisable within sixty (60) days from the date of October 24, 2024.  Senstar common shares subject to these options are deemed to be outstanding for the purpose of computing the ownership percentage of the person holding these options but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person.  The information in the table below is based on 23,309,987 Senstar common shares outstanding as of October 24, 2024.  Each outstanding Senstar common share has identical rights in all respects.

 

 

BOARD DIVERSITY

We are dedicated to ensuring equality and diversity in our Company. Our Board of Directors has no specific policy on director diversity, but it reviews a diversity of viewpoints, backgrounds, experience, accomplishments, education and skills when evaluating nominees. In addition, Nasdaq’s recently adopted Board Diversity Rule is a disclosure standard designed to encourage a minimum board diversity objective for companies and provide stakeholders with consistent, comparable disclosures concerning a listed company’s current board composition. Since August 2022, the Board Diversity Rule requires a company that is a “foreign private issuer” (as defined in SEC rules) like Senstar to initially have, or explain why it does not have, at least one diverse director. Our current board composition is in compliance with these requirements. Each term used above and in the matrix below has the meaning given to it in Nasdaq Listing Rule 5605(f). The matrix below provides certain highlights of the composition of our Board members based on self-identification as of  March 18, 2024, when we completed our domiciliation as an Ontario organized company.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

You are being asked to elect the following directors: Gillon Beck, Kelli Roiter, Tom Overwijn and Jacob Berman, each of whom currently serves as a director of Senstar.

Our Articles of Incorporation provide for a board of directors consisting of no less than three (3) and no more than eleven (11) members. The Board of Directors has fixed the number of directors to be elected at each annual meeting at four (4). Our directors are elected at each annual meeting of shareholders, for a term expiring at the close of the next annual meeting of shareholders and their successors are duly elected or appointed, or such director’s earlier resignation or removal.

We are not aware of any reason why any one of the nominees, if elected, would be unable to serve as a director.

Each of the nominees for election to the Board of Directors has certified to us that he or she is not disqualified from being a director of a corporation pursuant to the Ontario Business Corporation Act (OBCA) and possesses the necessary qualifications and has sufficient time, to fulfill his or her duties as a director of the company, taking into account the size and special needs of the company, and the Sustainability, Nominating and Governance Committee of the Board of Directors has recommended their reelection to the Board.

Biographical information concerning each of the nominees is set forth below:

Gillon Beck Mr. Beck has served as a director and our Executive Chairman since September 2023, and as a director and Executive Chairman of the Senstar Technologies Ltd. (Senstar’s predecessor) board of directors since September 2014. Since 2003, Mr. Beck has been a Senior Partner at FIMI Opportunity Funds, the controlling shareholder of Senstar, as well as a Director of the FIMI Opportunity Funds’ General Partners and SPV companies. In addition, Mr. Beck currently serves as Chairman of the Board of ImageSat NV, Emet Computing Ltd. (TASE), Gal-Shvav Ltd, Bet Shemesh Engines Ltd. (TASE: BSEN), Inrom Industries Ltd. and Bird Aerosystems Ltd, and is a director of Rafa Laboratories Ltd., Simplivia Ltd., Orbit Technologies Ltd (TASE: ORBI), Carmel Forge Ltd., AITECH Ltd, Stern Engineering Ltd., Utron Ltd. (TASE) and Unitronics (1989) (RG) Ltd (TASE: UNIT). During the past five years, Mr. Beck had served as a member of the Board of Directors of the following public companies: Overseas Commerce Ltd (TASE: OVRS), Ham-Let Ltd., Inrom Construction Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd. (TASE Mr. Beck received a Bachelor of Science degree (Cum Laude) in Industrial Engineering in 1990 from the Technion – Israel Institute of Technology, and a Master of Business Administration in Finance in 1992 from Bar-Ilan University.

Kelli Roiter Ms. Roiter has served as a member of our board of directors since March 2024. Ms. Roiter founded and managed Jefferies’ Private Capital Group within its Investment Banking unit. Ms. Roiter joined Jefferies in 2008 and retired in 2023. Ms. Roiter’s primary responsibilities at Jefferies was raising private institutional capital for private equity, private debt and venture capital funds, as well as raising capital for private companies. Prior to Jefferies. Ms. Roiter was an external consultant (Fund Seven Inc.) raising capital for Bay City Capital LLC. Previously, she was a Director at Citigroup, managing the Private Bank’s third party alternative investment fundraising efforts. Prior to that, she was a Director at Donaldson, Lufkin & Jenrette/Credit Suisse, managing their third party alternative fundraising efforts, focused on family offices, small/medium corporations and ultra-high net worth individuals, as well as the firm’s traditional equity asset management platform. Ms. Roiter received her MBA in Finance from Yale University and her Bachelor of Commerce with Honors in Accounting and Economics from Concordia University in Montreal, Canada.

Tom Overwijn Mr. Overwijn has served as a member of our board of directors since March 2024. Mr. Overwijn has been a partner in Fybe Finance since 2021 and acts as Interim Finance Manager via Fybe at various companies. From 2011 until 2018 he was Director and later CFO of Siqura Group in The Netherlands. Prior to that, from 2005 – 2011, COO of Optelecom-NKF and from 1990 – 2005 in various positions at NKF, a cable manufacturer. He started his career in auditing. Mr. Overwijn is an RA (Chartered Accountant) and is registered in the accountant’s register of the Netherlands Institute of Chartered Accountants (NBA).

Jacob Berman Mr. Berman has served as a member of our board of directors since March 2024 and as a director of Senstar Technologies Ltd. (Senstar’s predecessor) since November 2013. Since November 2014 until March 2019, Mr. Berman had served as the chairman of the board of directors of Israel Discount Bank of New York and acted as a member of our audit committee and compensation committee between September 2014 and December 2014. Mr. Berman is the President and founder of JB Advisors, Inc., a New York based financial advisory firm with extensive experience in international private banking, real estate investment counseling, and commercial/retail banking since 2002. Mr. Berman was the founder, President and CEO of the Commercial Bank of New York.

We are proposing to adopt the following resolutions:

PROPOSAL NO. 2 – CONFIRMATION OF THE APPOINTMENT AND COMPENSATION

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On February 22, 2024, Senstar’s shareholders approved the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Senstar’s independent registered public accountants for the ensuing year and authorized the Board of Directors to fix their remuneration. Based upon the recommendation of Senstar’s Audit Committee and Board of Directors, shareholders are being asked to confirm the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accountants of Senstar to hold office until the close of the next annual meeting of shareholders and the authorization of the Board of Directors to fix their remuneration.

As set forth in Item 16C of Senstar’s Annual Report on Form 20-F for the year ended December 31, 2023, the following table sets forth the aggregate fees for the audit and other services provided by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, during the year ended December 31, 2023:

_______________________

 

Representatives of Kost, Forer, Gabbay & Kasierer will attend the Meeting and will be invited to make a statement.  They will be available to respond to appropriate questions raised during the Meeting.  Senstar’s Annual Report on Form 20-F for the year ended December 31, 2023, including its 2023 audited consolidated financial statements and the report of the independent public accountants thereon, is available at the “Investors” portion of the website, at https://senstar.com/investors/sec-filings/.

We are proposing the following resolution:

 

RESOLVED, that the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Senstar’s independent public accountants to hold office until the close of the next annual meeting of shareholders, and the authorization of the Board of Directors to fix their remuneration, be, and it hereby is, confirmed.

OTHER MATTERS

 

Senstar is unaware at this time of any other matters that will come before the meeting.  If any other matters properly come before the meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters.  Senstar common shares represented by executed and unrevoked proxies will be voted in accordance with such judgment.

WHERE YOU CAN FIND MORE INFORMATION

 

Senstar files annual and periodic reports and other information with the SEC under the Exchange Act.  You may read and copy any of this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.  The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Senstar, who file electronically with the SEC.  The address of that site is www.sec.gov.

 

Investors may also consult the Senstar’s website: www.senstar.com for more information.  Information included on this website is not incorporated by reference into this proxy statement.