Document

DEF 14A 1 def14a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

SCHEDULE 14A INFORMATION
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

CYREN 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 paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


						10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

August 2, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Cyren Ltd., a company formed under the laws of the State of Israel, will be held on August 31, 2022 at 11:00 AM Eastern Time, at the offices of our subsidiary, Cyren Inc., located at 1430 Spring Hill Road, Suite 330, McLean, VA 22102, for the following purposes:

1. to elect six directors, as described in the accompanying proxy statement, to serve until the next annual meeting of shareholders or until their successors are elected;

2. to approve the compensation to our Chief Executive Officer;

3. to approve our amended executive compensation policy (the “Compensation Policy”) and the compensation to our non-employee Directors in accordance with the amended Compensation Policy;

4. to approve the Amended and Restated 2016 Equity Incentive Plan and respective Israeli Appendix;

5. to approve the Amended and Restated 2016 Non-Employee Director Equity Incentive Plan and respective Israeli Appendix;

6. to ratify and approve the re-appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as our independent registered public accountants for the year ending December 31, 2022 and for the year commencing January 1, 2023 and until the next annual meeting of shareholders and to authorize our Board of Directors and Audit Committee to determine its fees;

7. to approve, on an advisory basis, the compensation of our named executive officers;

8. to review and discuss our consolidated financial statements for the fiscal year ended December 31, 2021; and

9. to transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Only holders of our Ordinary Shares at the close of business on August 1, 2022 are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. The vote required to approve the resolutions to be presented is set forth in each proposal brought for shareholders’ approval in the accompanying proxy statement.

Whether or not you expect to be present at the meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the meeting, revoke their proxy and vote their shares in person.

This proxy statement, including the form of proxy and our 2021 Annual Report are first being mailed to shareholders on or about August 2, 2022.


						FOR THE BOARD OF DIRECTORS
						/s/ James Hamilton
						James Hamilton
						Chairman of the Board


TABLE OF CONTENTS


						Page
PROXY STATEMENT						1
Questions and Answers about Voting at the Annual Meeting and Related Matters						3
PROPOSAL ONE — ELECTION OF DIRECTORS						8
CORPORATE GOVERNANCE						11
PROPOSAL TWO — APPROVAL OF COMPENSATION TO OUR CHIEF EXECUTIVE OFFICER						19
PROPOSAL THREE— APPROVAL OF AMENDED COMPENSATION POLICY AND COMPENSATION TO OUR NON-EMPLOYEE DIRECTORS						21
PROPOSAL FOUR — APPROVAL OF THE AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN						22
PROPOSAL FIVE— APPROVAL OF THE AMENDED AND RESTATED 2016 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN						30
EQUITY COMPENSATION PLAN INFORMATION						34
INFORMATION ABOUT OUR EXECUTIVE OFFICERS						35
EXECUTIVE COMPENSATION						37
PROPOSAL SIX — APPOINTMENT AND COMPENSATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS						43
Audit Committee Report						44
PROPOSAL SEVEN — ADVISORY VOTE ON EXECUTIVE COMPENSATION						45
SECURITY OWNERSHIP						46
OTHER MATTERS						48
Shareholders Proposals for the 2022 Annual Meeting						48
Shareholder Proposals for the 2023 Annual Meeting						48
Delinquent Section 16(a) Reports						48
Expenses Relating to this Proxy Solicitation						48
Communication with our Board						48
Statements of the Company for the Year Ended December 31, 2021						48
Available Information						48
Householding						49
APPENDIX A – AMENDED EXECUTIVE COMPENSATION POLICY						50
APPENDIX B – AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN						55


APPENDIX C – AMENDED AND RESTATED 2016 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN						85


						10 Ha-Menofim St., 5th Floor Herzliya, Israel 4672561


PROXY STATEMENT

Proxy Statement for Annual Meeting of Shareholders

You are receiving this proxy statement and the enclosed proxy card because you own ordinary shares, par value ILS 3.00 per share (the “Ordinary Shares”) of Cyren Ltd. (referred to herein as the “Company,” “Cyren,” “we,” “us,” or “our”), that entitle you to vote at our Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors (the “Board”) is soliciting proxies from shareholders who wish to vote at the Annual Meeting. By use of a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be Held on August 31, 2022

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available online at www.proxyvote.com.

Date, Time and Place of the Annual Meeting

We will hold the Annual Meeting on August 31, 2022, at 11:00 AM Eastern Time at the offices of our subsidiary Cyren Inc., located at 1430 Spring Hill Road, Suite 330, McLean, VA 22102.

Questions and Answers about Voting at the Annual Meeting and Related Matters

Q: Who may vote at the Annual Meeting?

A: You may vote all of the Ordinary Shares that you owned at the close of business on August 1, 2022 (the “Record Date”). On the Record Date, there were 7,800,911 Ordinary Shares outstanding and entitled to be voted at the Annual Meeting. You may cast one vote for each Ordinary Share held by you on all matters presented at the meeting for shareholders’ approval.

Q: What constitutes a quorum, and why is a quorum required?

A: Pursuant to our Amended and Restated Articles of Association (“Articles of Association”), the presence, in person or by proxy, of at least two shareholders holding Ordinary Shares conferring in the aggregate at least one third (1/3) of the outstanding voting power of the Company is necessary to constitute a legal quorum at the Annual Meeting. If a quorum is not present within half an hour from the time scheduled for the Annual Meeting, the Annual Meeting will be adjourned to the same day in the next week (at the same time and place), or to a day, time and place as the Board may determine in a notice to the shareholders. If a quorum is not present within half an hour from the time scheduled for the adjourned Annual Meeting, any two shareholders who attend the adjourned Annual Meeting in person or by proxy will constitute a quorum.

Q: What is the difference between a shareholder of record and a beneficial owner?

A: If your Ordinary Shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “shareholder of record” with respect to those Ordinary Shares. If your Ordinary Shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of Ordinary Shares held in street name. The proxy statement, the Notice of Annual Meeting, the accompanying proxy and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) have been forwarded to you by your nominee who is considered, with respect to those Ordinary Shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your Ordinary Shares by following their instructions for voting by telephone or on the Internet.

If you hold Ordinary Shares through a nominee, it is critical that you instruct the nominee how to vote your Ordinary Shares, if you want your Ordinary Shares to be voted.

Q: How do I vote?

A: If you are a shareholder of record, you may vote:

• via Internet;

• by telephone;

• by mail; or

• in person at the meeting.

Detailed instructions for Internet and telephone voting are set forth on your proxy. You may submit your vote by 11:00 AM Eastern Time, on August 30, 2022, which is 24 hours prior to the Annual Meeting. Your telephone or Internet delivery authorizes the named proxy holders to vote your shares in the same manner as if you marked, signed and returned your proxy via the mail. To vote your proxy by mail, indicate your voting choices, sign and date your proxy and return it in the postage-paid envelope provided.

If you hold Ordinary Shares through a broker, bank or other nominee, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring with you evidence of your ownership as of the Record Date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement).

Q: What am I voting on?

A: At the Annual Meeting you will be asked to vote on the following seven proposals. Our Board recommendation for each of these proposals is set forth below.

Proposal

Board Recommendation

To elect six directors, as described in this proxy statement, to serve until the next annual meeting of shareholders or until their successors are elected.

FOR each director nominee

To approve the compensation to our Chief Executive Officer.

FOR

To approve our amended Compensation Policy and the compensation to our non-employee Directors in accordance with the amended Compensation Policy.

FOR

To approve the Amended and Restated 2016 Equity Incentive Plan and respective Israeli Appendix.

FOR

To approve the Amended and Restated 2016 Non-Employee Director Equity Incentive Plan and respective Israeli Appendix.

FOR

To ratify and approve the re-appointment of Kost, Forer, Gabbay & Kasierer (a member firm of Ernst & Young Global) as our independent registered public accountants for the year ending December 31, 2022 and for the year commencing January 1, 2023 and until the next annual meeting of shareholders and to authorize our Board of Directors and Audit Committee to determine its fees.

FOR

To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay.”

FOR

In addition, we will review and discuss our consolidated financial statements for the fiscal year ended December 31, 2021. We will also consider other business that properly comes before the Annual Meeting in accordance with Israeli law and our Articles of Association.

Q: What happens if additional matters are presented at the Annual Meeting?

A: Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Brett Jackson and Brian Dunn will have the discretion to vote your Ordinary Shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Israeli law and our Articles of Association.

Q: What if I abstain on a proposal?

A: If you sign and return your proxy marked “abstain” on any proposal, your Ordinary Shares will not be voted on that proposal. However, your Ordinary Shares will be counted for purposes of determining whether a quorum is present.

Q: What is the effect of the advisory vote in Proposal 7?

A: Proposal 7 is an advisory vote. This means that while we ask shareholders to approve resolutions regarding Say on Pay, this is not an action that requires shareholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal. Although the vote on this proposal is non-binding, our Board and its Compensation Committee will review the results of the vote and take it into account in making determinations concerning executive compensation.

Q: What if I sign and return my proxy without making any selections?

A: If you sign and return your proxy without making any selections, your Ordinary Shares will be voted “FOR” proposals 1 through 7. If other matters properly come before the Annual Meeting, Brett Jackson and Brian Dunn will have the authority to vote on those matters for you at their discretion. As of the date of this proxy statement, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this proxy statement.

Q: What if I am a beneficial shareholder and I do not give the nominee voting instructions?

A: If you are a beneficial shareholder and your Ordinary Shares are held in the name of a nominee, the nominee is bound by the rules of the New York Stock Exchange regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Nominees have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. Only proposal 6, ratification and approval of the re-appointment of our independent registered public accountants, is considered a routine matter. As a result, your nominee may not exercise discretion and vote your Ordinary Shares for or against any of the other proposals described in this proxy statement. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted.

Q: Can I change my vote or revoke my proxy after I have delivered my proxy?

A: Yes, you may change your vote or revoke your proxy prior to the Annual Meeting. If you are a shareholder of record, you may change your vote by delivering to our Corporate Secretary, at the address set forth under “Available Information,” a written notice of revocation or a duly executed proxy bearing a later date (but not less than 24 hours before the Annual Meeting) or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a vote. If you are a beneficial owner, you must contact your nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the meeting.

Q: Who can attend the Annual Meeting?

A: Only shareholders and our invited guests are invited to attend the Annual Meeting. To gain admittance, you must bring a form of personal identification to the Annual Meeting, where your name will be verified against our shareholder list. If a broker or other nominee holds your Ordinary Shares and you plan to attend the Annual Meeting, you should bring a recent brokerage statement showing your ownership of the Ordinary Shares as of the Record Date, a letter from the broker confirming such ownership, and a form of personal identification.

Q: If I plan to attend the Annual Meeting, should I still vote by proxy?

A: Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting.

If you vote in advance and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. Written ballots will be available at the Annual Meeting for shareholders of record.

Beneficial shareholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting.

Q: How many votes are required for approval of each of the proposals?

SEC Form DEF 14A filed by CYREN Ltd.