Proxy Statement

Check Point Software Technologies Ltd. Diamond Tower, 3A Jabotinsky Street Ramat Gan 52520, Israel Annual General Meeting of Shareholders July 31, 2002

Proxy Statement Overview Beneficial Ownership of Securities... Item 1 - Election of Directors... Item 2 - Proposal to Approve Consolidated Financial Statements... Item 3 - Proposal to Ratify the Appointment... Item 4 - Proposal to Approve an Amendment... Item 5 - Proposal to Approve Certain Terms...

Download the PDF Version of this document

Notice is hereby given of the Annual General Meeting of Shareholders (the “Meeting”) of Check Point Software Technologies Ltd. (the “Company”), to be held on July 31, 2002 at 11:00 A.M., at the principal executive offices of the Company at the address that appears above.

This Proxy Statement is furnished to the holders of Ordinary Shares, NIS 0.01 nominal value (the “Ordinary Shares”), of the Company in connection with the solicitation by the Board of Directors of proxy cards for use at the Meeting or at any adjournment thereof. It is proposed that resolutions be adopted at the Meeting as follows: (1) to elect six Directors for the coming year; (2) to approve the Consolidated Financial Statements of the Company for the year ended December 31, 2001; (3) to ratify the appointment and compensation of Kost Forer & Gabbay, a member of Ernst & Young International, as the independent public accountants of the Company for the year ending December 31, 2002; (4) to amend the Automatic Option Grant Program under the U.S. Plan to increase the automatic option grant to each continuing non-employee Director; and (5) to approve certain terms of compensation of officers who are also Directors of the Company.

A form of proxy card for use at the Meeting is attached. Shareholders should follow the instructions on the proxy card. Shareholders may revoke the authority granted by their execution of proxy cards at any time before the exercise thereof by filing with the Company a written notice of revocation or duly executed proxy card bearing a later date, or by voting in person at the Meeting. Unless otherwise indicated on the form of proxy card, shares represented by any proxy card in the attached form, if the proxy card is properly executed and received by the Company prior to the Meeting, will be voted in favor of all of the proposed resolutions to be presented to the Meeting, as described above.

Proxy cards for use at the Meeting are being solicited by the Board of Directors of the Company. Only shareholders of record at the close of business on June 24, 2002 will be entitled to vote at the Meeting. Also, shareholders who hold Ordinary Shares through a bank, broker or other nominee which is a shareholder of record of the Company or which appears in the participant listing of a securities depository, are entitled to notice of, and to vote at, the Meeting. Proxy cards are being mailed to shareholders on or about July 5, 2002 and will be solicited chiefly by mail; however, certain officers, Directors, employees and agents of the Company, none of whom will receive additional compensation for these services, may solicit proxy cards by telephone, telegram or other personal contact. The Company will bear the cost of the solicitation of the proxy cards, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares.

On June 24, 2002 the Company had outstanding 244,370,197 Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented at the Meeting. Two or more shareholders, present in person or by proxy and holding shares conferring in the aggregate more than 50% of the voting power of the Company, will constitute a quorum at the Meeting. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting will be adjourned to the same day in the next week, at the same time and place, or to such day and at such time and place as the Chairman may determine with the consent of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting on the question of adjournment. At such adjourned Meeting, any two shareholders, present in person or by proxy, will constitute a quorum. Under Israeli law, if a quorum is present in person or by proxy, broker non-votes and abstentions will have no effect on whether the requisite vote is obtained, as they do not constitute present and voting shares.

______________
Page 1 | 2 | 3 | 4 | 5 | 6 | 7
Download the PDF Version