May 25, 2017

 

Dear Wix.com Ltd. Shareholders:

We cordially invite you to attend an Annual General Meeting of Shareholders of Wix.com Ltd. (the “ Meeting ”), to be held on June 26,   2017 at 3:30 p.m. (Israel time), at our principal executive offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel.

 

At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our Board of Directors recommends that you vote FOR each of the proposals listed in the Notice.

 

Only shareholders of record at the close of business on May 22, 2017 are entitled to notice of and to vote at the Meeting.

 

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying Proxy Statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.

 

We look forward to greeting as many of you as can attend the Meeting.

 

Sincerely,   MARK TLUSZCZ Chairman of the Board of Directors

 

 

 

Notice of Annual General Meeting of Shareholders

 

To be Held on June 26, 2017

 

Dear Wix.com Ltd. Shareholders:

We cordially invite you to attend an Annual General Meeting of Shareholders (the “Meeting”) of Wix.com Ltd. (the “Company”), to be held on Monday, June 26, 2017 at 3:30 p.m. (Israel time), at our principal executive offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel (the telephone number at that address is +972-3-545-4900).

 

The following matters are on the agenda for the Meeting:

 

(1)

to re-elect Allon Bloch and Erika Rottenberg as Class I directors, to serve until the Company’s annual general meeting of shareholders in 2020, and until their respective successors are duly elected and qualified;

 

(2)

as required by Israeli law, to readopt our executive and director compensation policies;

 

(3)

to increase the annual equity grant of the Company’s Chairman of the Board of Directors; and

 

(4)

to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2017 and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.

 

In addition to considering the foregoing proposals, when proposal no. 4 is raised, the Company’s shareholders will have the opportunity to hear from representatives of the Company’s management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2016. 

 

You are entitled to vote at the Meeting if you are a shareholder of record at the close of business on May 22, 2017.  You are also entitled to vote at the Meeting if you hold ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on May 22, 2017, or which appears in the participant listing of a securities depository on that date.

 

You can vote your ordinary shares by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement.  If you hold ordinary shares through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of business on May 22, 2017, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. If you hold your ordinary shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your shares at the Meeting (or to appoint a proxy to do so).  Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions.

 

 

Our Board recommends that you vote FOR each of the above proposals, which will be described in the Proxy Statement.

 

The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting rights in the Company constitutes a quorum for purposes of the Meeting.  If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week (to the same day, time and place or to a day, time and place).  If such quorum is not present within half an hour from the time scheduled for the adjourned meeting, then at such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.

 

Each ordinary share is entitled to one vote upon each of the proposals to be presented at the Meeting.  The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the proposals.   In addition, a special majority vote will be required for approval of proposal No. 2.  In order to approve proposal No. 2, the affirmative vote of the ordinary shares must either include a majority of the ordinary shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the re-adoption of the compensation policies, not taking into consideration abstentions, or the total shares of non-controlling shareholders and non-interested shareholders voted against this proposal must not represent more than two percent of our outstanding ordinary shares.

 

This notice is being sent to shareholders of record, in accordance with the requirements of the Israeli Companies Regulations (Notice of Meeting of Shareholders and Meeting of Class of Shareholders of a Public Company), 5760-2000, and our Articles of Association.  The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israel Companies Law, 5759-1999, is May 24, 2017.  A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card will be distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K.   Shareholders will also be able to review the proxy statement at the “ Investor Relations ” portion of our website, http://investors.wix.com/ or at our principal executive offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel , upon prior notice and during regular working hours (telephone number: +972-3-545-4900) until the date of the Meeting.

 

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting.  Accordingly, after reading the Notice of Annual General Meeting of Shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.  If voting by mail, the proxy card must be received by our transfer agent or at our registered office no later than 11:59 p.m. EST on June 25, 2017 to be validly included in the tally of ordinary shares voted at the Meeting.  Detailed proxy voting instructions will be provided both in the Proxy Statement and in the proxy card.

 

By Order of the Board of Directors,   Mark Tluszcz Chairman of the Board of Directors

 

 

 

 

Proxy Statement

______________

 

Annual General Meeting of Shareholders

 

To Be Held on June 26 , 2017

 

This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “ Board ”) of Wix.com Ltd. (the “ Company ”) to be voted at an Annual General Meeting of Shareholders (the “ Meeting ”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of shareholders.  The Meeting will be held on June 26, 2017 at 3:30 p.m. (Israel time), at our principal executive offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel.

 

This Proxy Statement, the attached Notice of Annual General Meeting of Shareholders and the enclosed proxy card or voting instruction card are being made available to holders of Wix ordinary shares, beginning June 1, 2017.

 

You are entitled to vote at the Meeting if you are a shareholder of record at the close of business on May 22, 2017.  You are also entitled to vote at the Meeting if you hold ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on May 22, 2017, or which appears in the participant listing of a securities depository on that date.  You can vote your ordinary shares by attending the Meeting or by following the instructions under “ How You Can Vote ” below.  Our Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

 

Agenda Items

 

The following matters are on the agenda for the Meeting:

 

(1)

to re-elect Allon Bloch and Erika Rottenberg as Class I directors, to serve until the Company’s annual general meeting of shareholders in 2020, and until their respective successors are duly elected and qualified;

 

(2)

as required by Israeli law, to readopt our executive and director compensation policies;

 

(3)

to increase the annual equity grant of the Company’s Chairman of the Board of Directors; and

 

(4)

to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2017 and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.

 

 

We will also transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

 

In addition to considering the foregoing proposals, when proposal no. 4 is raised, the Company’s shareholders will have the opportunity to hear from representatives of the Company’s management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2016. 

 

We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board.

 

Board Recommendation

 

Our Board unanimously recommends that you vote “FOR” each of the above proposals.

 

Quorum

 

On May 22, 2017, the record date for the Meeting, we had a total of 45,456,521   ordinary shares issued and outstanding.  Each ordinary share outstanding as of the close of business on the record date is entitled to one vote on each of the proposals to be presented at the Meeting.  Under our Articles of Association, the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold shares representing at least 25% of our voting power.  If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned for one week (to the same day, time and place or to a day, time and place).  If such quorum is not present within half an hour from the time scheduled for the adjourned meeting, then at such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.

 

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.  A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.  Brokers that hold shares in “ street name ” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners.  The only item on the Meeting agenda that may be considered routine is Proposal no. 4 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “ Companies Law ”), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for the proposals.

 

 

Vote Required for Approval of Each of the Proposals

 

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the proposals.   In addition, a special majority vote will be required for approval of proposal No. 2.  In order to approve proposal No. 2, the affirmative vote of the ordinary shares must either include a majority of the ordinary shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the re-adoption of the compensation policies, not taking into consideration abstentions, or the total shares of non-controlling shareholders and non-interested shareholders voted against this proposal must not represent more than two percent of our outstanding ordinary shares.

 

Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.

 

How You Can Vote

 

Registered Holders

 

If you are a shareholder of record whose shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC of New York, New York, you can vote your shares by attending the Meeting or by completing and signing a proxy card.  In such case, these proxy materials are being sent directly to you.  As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card.  You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting.  We will not be able to count a proxy card unless we receive it at our principal executive offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel, or our registrar and transfer agent receives it in the enclosed envelope no later than 11:59 p.m. EST on June 25, 2017.

 

If you provide specific instructions (by marking a box) with regard to the proposals, your ordinary shares will be voted as you instruct.  If you sign and return your proxy card or voting instruction card without giving specific instructions your shares will be voted in favor of each proposal in accordance with the recommendation of the Board.  The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting.

 

Beneficial Owners

 

If you are a beneficial owner of the shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee.  As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting.

 

Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.  Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares.

 

 

Who Can Vote

 

You are entitled to be notified about the Meeting and to vote at the Meeting if you are a shareholder of record at the close of business on May 22, 2017.  You are also entitled to be notified about the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on May 22, 2017, or which appear in the participant listing of a securities depository on that date.

 

Revocation of Proxies

 

A shareholder may revoke a proxy in one of the following ways: (i) by written notice delivered to us at our offices at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel, Attn: Eitan Israeli, Secretary, at least two hours prior to the time of the Meeting canceling the proxy; (ii) by written notice of the revocation of the proxy delivered at the Meeting to the Chairperson of the Meeting; or (iii) by attending and voting in person at the Meeting.  Attendance at the Meeting will not in and of itself constitute revocation of a proxy.

 

If you hold shares through a bank, broker or other nominee, you must contact that firm to revoke any prior voting instructions.

 

Solicitation of Proxies

 

Proxies are being distributed to shareholders beginning June 1, 2017.  Certain officers, directors, employees and agents of Wix, may solicit proxies by telephone, emails, or other personal contact.  We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares.

 

Voting Results

 

The final voting results will be tallied by the Company’s Corporate Secretary based on the information provided by the Company’s transfer agent or otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the SEC.

 

Availability of Proxy Materials

 

Copies of the proxy card, the notice of the Meeting and this Proxy Statement are available at the “ Investor Relations ” portion of our website, http://investors.wix.com/.  The contents of that website are not a part of this Proxy Statement.

 

 

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. ordinary shares relating to options currently exercisable or exercisable within 60 days of the date of this table, and to restricted share units (RSUs) that are exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.  Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

 

(2)	The percentages shown are based on 45,456,521 ordinary shares issued and outstanding as of May 22 , 2017.

 

(3)

This information is based upon a Schedule 13G filed by T. Rowe Price Associates, Inc. (“T. Rowe Price”) and T. Rowe Price New Horizons Fund, Inc. (“T. Rowe Price New Horizons”) with the SEC on February 7, 2017. Shares beneficially owned consist of 5,543,422 shares held by T. Rowe Price New Horizons and T. Rowe Price, both of which are companies incorporated and organized under the laws of the state of Maryland, United States. T. Rowe Price is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 and an Investment Company registered under Section 8 of the Investment Company Act of 1940. T Rowe Price does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities.  The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which T. Rowe Price serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. The address of T. Rowe Price is 100 E. Pratt Street, Baltimore, Maryland 21202.

 

 

(4)

Based on a Schedule 13G/A filed by Mangrove II Investments Sarl on January 24, 2017 and other information available to us, shares beneficially owned consists of 4,463,319, shares held by Mangrove II Investments Sarl, and 67,171 shares held by Mangrove Partners SCSp. Mangrove II Investments Sarl is a limited liability company incorporated and organized under the laws of Luxembourg. Mangrove II S.C.A. SICAR is the owner of 100% of the share capital of Mangrove II Investments Sarl. Mangrove II S.C.A. SICAR is a fund incorporated and organized under the laws of Luxembourg in the form of a partnership limited by shares and regulated by the Luxembourg CSSF (Commission de Surveillance du Secteur Financier). Mangrove II S.C.A. SICAR is managed by Mangrove II Management S.A., a limited liability company incorporated and organized under the laws of Luxembourg. The members of the board of directors of Mangrove II Management S.A. are Mark Tluszcz, Willibrord Ehses and Hans-Jürgen Schmitz. Mangrove Capital Partners’ address is 31 Boulevard Joseph II, L-1840, Luxembourg. Mangrove Partners SCSp is managed by Mangrove Founders Sarl, a company incorporated and organized under the laws of Luxembourg. The members of the board of directors of Mangrove Partners SCSp are Hans-Jurgen Schmitz and Willigrord Ehses.

 

(5)

This information is based upon a Schedule 13G/A filed by Robert S. Pitts, Jr., Steadfast Capital Management LP (“Steadfast Management”), Steadfast Advisors LP (“Steadfast Advisors”), Steadfast  Long Financial LP (the “Long Investment Manager”), Steadfast Capital, L.P. (“Steadfast Capital”), American Steadfast, L.P. (“American Steadfast”), Steadfast International Master Fund Ltd. (the “Offshore Fund”) and Steadfast Long Capital, L.P. (“Long Capital”) (collectively, the “Steadfast Affiliates”) with the SEC on January 31, 2017. Mr. Pitts (beneficial owner of 3,824,000 ordinary shares) is the controlling principal of Steadfast Management (beneficial owner of 3,632,166 ordinary shares), Steadfast Advisors (beneficial owner of 157,874 ordinary shares) and the Long Investment Manager (beneficial owner of 33,970 shares). Steadfast Advisors has the power to vote and dispose of the securities held by Steadfast Capital (beneficial owner of 157,864 ordinary shares). Steadfast Management has the power to vote and dispose of the securities held by American Steadfast (beneficial owner of 1,289,819 ordinary shares) and the Offshore Fund (beneficial owner of 2,342,347 ordinary shares). The Long Investment Manager has the power to vote and dispose of the securities held by Long Capital (beneficial owner of 33,970 ordinary shares). The Offshore Fund lists its address as c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108. The other Steadfast Affiliates list their address as 450 Park Avenue, 20th Floor, New York, New York 10022.

 

 

(6)

This information is based upon a Schedule 13G/A filed by FMR LLC (“FMR”), with the SEC on February 14, 2017. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210. Pursuant to the Schedule 13G/A, FMR has sole voting power over 490,042 shares and sole dispositive power over 3,601,382 shares.  Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

(7)

Consists of (i) 5,718,659 ordinary shares directly or beneficially owned by Wix’s directors and executive officers; and (ii) 1,775,720 ordinary shares constituting the cumulative aggregate number of options and restricted share units granted to the executive officers and directors which will have vested prior to July 22 , 2017 and have not been exercised as of May 22, 2017. The numbers include also the shares held by entities affiliated with Mangrove Capital Partners over which Mr. Tluszcz may be deemed to share voting and dispositive power.

 

COMPENSATION OF EXECUTIVE OFFICERS

For information concerning the annual compensation earned during 2016 by our five most highly-compensated executive officers see Item 6.B. of our Annual Report on Form 20-F for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 28, 2017, a copy of which is available on our website at http://investors.wix.com/.

 

 

PROPOSAL 1 – PROPOSAL TO RE-ELECT TWO DIRECTORS

 

Background

 

Our Board currently has eight directors and is divided into three classes with staggered three-year terms as follows:

 

·

the Class I directors are Allon Bloch and Erika Rottenberg, and their terms expire at this Meeting;

 

·

the Class II directors are Yuval Cohen, Ron Gutler and Roy Saar, and their terms expire at our annual meeting of shareholders to be held in 2018; and

 

·

the Class III directors are Avishai Abrahami, Giora Kaplan and Mark Tluszcz, and their terms expire at our annual meeting of shareholders to be held in 2019.

 

At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.

 

You are being asked to re-elect Allon Bloch and Erika Rottenberg. Our Board has determined that Ms. Rottenberg qualifies as an independent director under the listing standards of The NASDAQ Stock Market and under the independence requirements of Rule 10A-3(b)(1) and Rule 10C-3 of the U.S. Securities Exchange Act of 1934, as amended, relating to independence criteria applicable to audit committee members and compensation committee members. Our Board has determined that Mr. Allon Bloch qualifies as an independent director under the listing standards of the NASDAQ Stock Market.

 

If re-elected at the Meeting, each of Allon Bloch and Erika Rottenberg will serve until the 2020 annual general meeting of our shareholders, and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with our Articles of Association or the Companies Law.

 

In accordance with the Companies Law, each of Allon Bloch and Erika Rottenberg has certified to us that he or she meets all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time, to fulfill his or her duties as a director of Wix, taking into account the size and special needs of Wix.

 

During 2016, both directors standing for re-election at the Meeting attended more than 75% of our Board meetings and more than 75% of the meetings of each of the committees of the Board, as applicable, on which such director served since his or her appointment.

 

The nominating and corporate governance committee of our Board recommended that each of Allon Bloch and Erika Rottenberg be re-elected at the Meeting as a Class I director for a term to expire at the 2020 annual general meeting.  Our Board approved this recommendation.

 

Biographical information concerning Mr. Bloch and Ms. Rottenberg , the nominees for re-election as directors at this Meeting, and for each of the other directors is set forth below.

 

 

Class I Directors :

 

Allon Bloch, 46, has served as a member of our Board since July 2016.  Mr. Bloch also served as a member of our Board from January 2008 through August 2013, and as our President and Co-Chief Executive Officer from 2008 through September 2010. From July 2014 through June 2016, Mr. Bloch served as Chief Executive Officer of Vroom, Inc., a leading online US car retailer, and from October 2010 through June 2014 as Chief Executive Officer of Dolphin Software Ltd, which does business as “mySupermarket”, a private online grocery shopping company.  Since July 2012, Mr. Bloch has also served as an advisor to Greylock Partners Israel and Europe Fund, a venture capital firm focused on technology start-ups.  From 2000 to 2007, Mr. Bloch served as a Principal and General Partner at Jerusalem Venture Partners, a leading early stage venture capital firm based in Israel. In this capacity, Mr. Bloch invested in several successful outcomes including CyberArk. Prior to that, between 1997 through 2000, he was a consultant in McKinsey & Company’s.  Mr. Bloch holds a B.Sc. in Biology from Tel Aviv University and an M.B.A. from Columbia University.

 

Erika Rottenberg, 54, has served as a member of our Board since October 2014 and also, since 2015, serves on each of the Compensation, Audit and Nominating & Governance Committees. Since June 2016, Ms. Rottenberg also serves on the Board of Directors and on the Audit and Compensation Committees of Twilio, a leading cloud communications platform company. From July 2008 until September 2014, Ms. Rottenberg was Vice President, General Counsel and Secretary of LinkedIn Corporation, the world’s largest professional networking company on the internet. Prior to LinkedIn, Ms.  Rottenberg served as Senior Vice President, General Counsel and Secretary for SumTotal Systems, Inc., a talent management enterprise software company, from March 2004 to July 2008. Prior to SumTotal, Ms. Rottenberg served in several roles, including most recently as Vice President, Strategic Development and General Counsel, at Creative Labs, Inc., a computer peripheral and digital entertainment product company.  Ms.  Rottenberg began her legal career at the Silicon Valley-based law firm of Cooley LLP where she practiced corporate and employment law.  Ms.  Rottenberg serves on advisory boards of private companies, and the boards of directors of the Girl Scouts of Northern California, the Center for Democracy and Technology (CDT) and the Silicon Valley Law Foundation. She holds a J.D. from the University of California, Berkeley’s Boalt Hall School of Law and a B.S. in Special and Elementary Education from State University of New York at Geneseo.

 

Class II Directors :

 

Yuval Cohen, 54, has served as a member of our Board since August 2013.  Mr. Cohen is the founding and managing partner of Fortissimo Capital, a private equity fund established in January 2003, managing approximately $1 billion that invests in Israeli-related technology and industrial companies.  From 1997 through 2002, Mr. Cohen was a General Partner at Jerusalem Venture Partners, an Israeli-based venture capital fund. Mr. Cohen currently serves as the Chairman of the Board of Directors of Kornit Digital Ltd. as well as a director of several privately held portfolio companies of Fortissimo Capital. Mr. Cohen holds a B.Sc. in Industrial Engineering from Tel Aviv University and an M.B.A. from Harvard Business School.

 

Ron Gutler, 59, has served as a member of our Board since July 2013, as our lead independent director since February 2016.  From May 2002 through February 2013, Mr. Gutler served as the Chairman of NICE Systems Ltd., a public company specializing in voice recording, data security, and surveillance. Between 2000 and 2011, Mr. Gutler served as the Chairman of G.J.E. 121 Promoting Investment Ltd., a real estate company. Between 2000 and 2002, Mr. Gutler managed the Blue Border Horizon Fund, a global macro fund. Mr. Gutler is a former Managing Director and a Partner of Bankers Trust Company, which is currently part of Deutsche Bank. He also established and headed the Israeli office of Bankers Trust. Mr. Gutler is currently a director of CyberArk Software Ltd., an Israeli information security company, Psagot Investment House, Psagot Securities, Poalim Securities USA Inc., and CyberArk Software Ltd., an Israeli information security company traded on NASDAQ, and a member of the Advisory Board of Poalim Real Estate, which is part of Poalim Capital Market Group. Mr. Gutler holds a B.A. in Economics and International Relations and an M.B.A., both from the Hebrew University in Jerusalem.

 

 

Roy Saar, 46, has served as a member of our Board since January 2007.  Since 2011 Mr. Saar has been a consultant to Mangrove III Investment Fund, a European venture capital firm.  In 1998, he co-founded Sphera Corporation, a virtual servers’ technology vendor for SaaS providers.  In 2002, Mr. Saar co-founded RFcell Technologies Ltd., a wireless product and service provider in Israel.  Mr. Saar is currently a member of the board of directors of several private companies.  Mr. Saar holds a B.A. in Business Administration and Economy from Tel Aviv University.

 

Class III Directors :

 

Avishai Abrahami, 46, is our Co-Founder, and has served as our Chief Executive Officer since September 2010, was our Co-Chief Executive Officer and a director since October 2006, and has served as the Chairman of our Board from November 2013 until February 2016, at which time he was appointed Honorary Chairman.  Mr. Abrahami currently serves as a member of the board of directors of SodaStream International Ltd. From 2004 to 2006, Mr. Abrahami was the Vice President of Strategic Alliances at Arel Communications & Software Ltd., a private Israeli company specializing in communication technology.  In 1998 he co-founded Sphera Corporation, a private company which develops software for managing data centers, and he served as its Chief Technology Officer from 1998 until 2000 and its Vice President of Product Marketing from 2000 until 2003.  In 1993, he co-founded AIT Ltd., a private Israeli software company, and served as its Chief Technology Officer until the company’s sale in 1997.  Mr. Abrahami served in the Israeli Defense Forces’ elite computer intelligence unit from 1990 until 1992.

 

Giora Kaplan, 46, is our Co-Founder, and has served as our Chief Technology Officer since March 2008, was our Co-Chief Executive Officer from 2006 to March 2008, and has served as one of our directors since 2006.  From 2004 to 2006, he served as a technology and product management consultant to several start-up companies.  Mr. Kaplan was the founder and Chief Executive Officer of Promotix Technologies Ltd., an Internet advertising and publishing company, from 1999 to 2001.  He also co-founded and served as Chief Technology Officer of Optimedia Ltd., an electronic and online publishing company, from 1992 to 1999.  Mr. Kaplan served in the Israeli Defense Forces’ elite computer intelligence unit from 1988 until 1991.

 

Mark Tluszcz, 50, has served as the Chairman of our Board since February 2016, as a member of our Board since June 2010 and as a member of our Compensation Committee as of May 2016.  Mr. Tluszcz is the Co-Founder and CEO of Mangrove Capital Partners, a leading venture capital firm, since 2000.  Mark was named to the Forbes Midas List in 2007, 2008 and 2009 as one of the top 100 global deal makers in technology and selected in 2012 and 2014 as one of the 100 most influential persons in Luxembourg.  Mr. Tluszcz currently serves on the board of directors of STS Media, Inc. (trading as FreedomPop), JobToday S.A. and Galencium Health S.L. Mr. Tluszcz holds a Bachelor of Arts degree with honors from Eckerd College, St. Petersburg, Florida.

 

 

Proposal

 

The shareholders are being asked to re-elect each of Mr. Bloch and Ms. Rottenberg for a term to expire at the 2020 annual general meeting of our shareholders, and until his or her respective successor has been duly elected and qualified, or until his or her office is vacated in accordance with our Articles of Association or the Companies Law.

 

It is proposed that the following resolutions be adopted at the Meeting:

 

RESOLVED, that Allon Bloch be re-elected as a Class I director, to serve until the 2020 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Companies Law.

 

FURTHER RESOLVED, that Erika Rottenberg be re-elected as a Class I director, to serve until the 2020 annual meeting of shareholders and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Companies Law.

 

Vote Required

 

  See “Vote Required for Approval of Each of the Proposals” above.

 

Board Recommendation

 

The Board recommends a vote “FOR” the re-election of each of Mr. Bloch and Ms. Rottenberg as a Class I director for a term to expire at the 2020 annual general meeting .

 

PROPOSAL 2 – PROPOSAL TO READOPT THE EXECUTIVE AND DIRECTOR

COMPENSATION POLICIES

 

Background

 

Pursuant to the Companies Law, all public Israeli companies, including companies whose shares are only publicly-traded outside of Israel, such as Wix, are required to adopt a written compensation policy for their executives and directors, which addresses certain items prescribed by the Companies Law.  The adoption, amendment and restatement of the policy is to be recommended by the Compensation Committee and approved by the Board and shareholders at least once every three years, except that the approval of the shareholders may be waived in certain circumstances prescribed by the Companies Law.

 

In 2014, in accordance with such Israeli law requirements, our Compensation Committee reviewed and adopted written compensation policies for our executives and directors (“ Compensation Policies ”), which address the items prescribed by the Companies Law, and our Board and shareholders subsequently approved the policies.

 

 

In accordance with the Israeli law requirement that such Compensation Policies be reviewed and readopted every three years, our Compensation Committee reviewed our Compensation Policies.  Generally, the terms of the Compensation Policies (as proposed to be updated), remain substantially similar to the Compensation Policies adopted at the 2014 annual general meeting of shareholders.  However, in light of the experience gained from the implementation of the policies since 2014, changes in market practices, the increasing competitive environment for talent in the technology, internet and software industries, the Company’s current initiatives and activities, the Company’s significant growth and increase in market capitalization and other considerations, the Compensation Committee and the Board have resolved to adopt, and the shareholders are being asked at the Meeting to approve, certain changes to the Compensation Policies. The principal changes proposed to be implemented are the following:

 

Proposed Changes to the Compensation Policy – Executives :

 

·

In determining whether to grant special bonuses to executives, the Compensation Committee and the Board shall consider if such special bonuses are justifiable in light of the Company’s financial results and performance.

 

·

In order to align the interests of the executive directors with the long-term growth of the Company, executive directors shall be required to beneficially own shares of the Company (excluding unvested equity) in an amount of not less than 200% of their annual base salary.

 

·

In determining whether to award a signing bonus, the Compensation Committee and the Board shall consider awarding such a bonus only to provide for the replacement awards that the newly hired executive forfeited from his or her previous employer, and that such signing bonus will reflect performance, vesting and other conditions equivalent to the forfeited awards.

 

·

In line with the significant growth of the Company’s operations and market cap since 2014, it is proposed that any one or more equity awards granted to an executive in a single calendar year (referred to collectively as an “ Annual Grant ”) shall be subject to the vesting periods ( of not less than 3 years and not more than 4 years ) set forth in the Policy and to the following thresholds:

 

·

The policy is being amended to reduce the role of the Chief Executive Officer’s in determining the executives’ annual bonuses and bonus criteria, and vest such authority solely with the independent Compensation Committee.

 

 

·

The Compensation Committee and the Board shall not have discretion to convert an executive’s annual cash bonus into an equity award.

·

In line with the significant growth of the Company’s operations and market cap since 2014, the maximum coverage for D&O liability insurance that the Company may purchase was set at $150 million, and $40 million in the case of side A coverage (proposing to replace a current maximum coverage of $80 million, and $20 million in the case of side A). Company’s insurers advised that the annual premium for such proposed maximum coverage is estimated at approximately $550,000. Details of the Company’s current D&O liability insurance coverage, which is in effect until May 31, 2018, are set forth in Annex C and a copy of the D&O’s indemnification agreement which was approved by the Company’s shareholders on September 2015 is attached as Annex D and publicly available at https://www.sec.gov/Archives/edgar/data/1576789/000117891315002652/exhibit_99-1.htm

 

Proposed Changes to the Compensation Policy – Directors :

 

·

In order to maintain their independent status, the Compensation Committee and the Board will generally refrain from granting non-executive directors performance-related equity awards or including non-executive directors in pension schemes or similar plans.

 

·

The maximum annual value for equity-based compensation that may be granted to the Chairman of the Board was increased by 50% relative to other non-executive directors to a maximum of $0.75 million, in line with proposal no. 3 of the proxy statement.

 

·

Similar to the proposed change to the Executives Compensation Policy, the maximum coverage for D&O liability insurance that the Company may purchase was set at $150 million, and $40 million in the case of side A coverage.

 

·

The policy was updated to conform to newly adopted Israeli relief regulations intended to mitigate duplicative regulatory requirements, which the Company adopted last year.

 

The above summaries of the proposed principal changes to the Compensation Policies are qualified by reference to the full text of the updated Compensation Policies, marked to reflect the proposed changes, and attached to this proxy statement as Annex A and Annex B.

 

The Compensation Committee directly engaged the services of Radford, a leading global provider of consulting services relating to human capital and compensation.  No member of the Compensation Committee or any named executive officer has any affiliation with Radford.  Radford reported directly to the Compensation Committee.

 

The Board of Directors subsequently approved the recommendation of the Compensation Committee and recommended that shareholders approve the adoption of the revised Compensation Policies.

 

 

Proposal

 

The shareholders are being requested to adopt the following resolutions:

 

RESOLVED, to adopt Wix.com Ltd.’s Executive Compensation Policy in the form attached as Annex A hereto.

 

FURTHER RESOLVED, to adopt Wix.com Ltd.’s Directors Compensation Policy in the form attached as Annex B hereto.

 

Vote Required

 

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the resolutions in proposal no. 2.   In addition, the affirmative vote of the ordinary shares must either include a majority of the ordinary shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the re-adoption of the Executive Compensation Policy and/or the Directors Compensation Policy, not taking into consideration abstentions, or the total shares of non-controlling shareholders and non-interested shareholders voted against this proposal must not represent more than two percent of our outstanding ordinary shares.  For this purpose, you are asked to indicate on the enclosed proxy card whether you are a controlling shareholder or have a personal interest in the approval of the Executive Compensation Policy and/or the Directors Compensation Policy.

 

Board Recommendation

 

The Board recommends a vote “FOR” the re-adoption of the Executive Compensation Policy and the Directors Compensation Policy.

 

PROPOSAL 3 – PROPOSAL TO INCREASE THE ANNUAL EQUITY GRANT OF THE

CHAIRMAN OF THE BOARD

Pursuant to Wix’s Compensation Program for Non-Executive Directors that was adopted at the 2016 annual general meeting, each non-executive director is granted annual equity awards, each of which is comprised of 1,906 RSUs and options to purchase 5,718 ordinary shares of the Company.  The program does not currently differentiate in the equity compensation between a non-executive Chairman of the Board of Directors and other non-executive members of the Board of Directors.

 

In recognition of the significant time involved in the role and the considerable efforts taken by the non-executive Chairman of the Board, the Compensation Committee has reviewed the current equity award structure and recommended to increase the annual equity grant to the Chairman of the Board of Directors by 50% such that it equals 150% of the annual equity grant of the other non-executive members of the Board, totaling 2,859 RSUs and options to purchase 8,577 ordinary shares of the Company.

 

 

The Board of Directors subsequently approved the recommendation of the Compensation Committee.

 

We are seeking your approval of this change because the Companies Law provides that the compensation of the Chairman of the Board of Directors, whether executive or non-executive, requires shareholder approval.

 

Proposal

 

It is proposed that the following resolution be adopted at the Meeting:

 

RESOLVED, to increase the annual equity grant of the Chairman of the Board of Directors, as set forth in proposal no. 3 of this proxy statement. 

 

Vote Required

 

See “Vote Required for Approval of Each of the Proposals” above.

 

Board Recommendation

 

The Board recommends a vote “FOR” the increase of the Chairman’s annual equity grant as specified above.

 

PROPOSAL 4 – PROPOSAL TO RATIFY THE APPOINTMENT AND COMPENSATION

OF OUR INDEPENDENT PUBLIC ACCOUNTANTS; REVIEW AND DISCUSSION OF

OUR 2016 CONSOLIDATED FINANCIAL STATEMENTS

 

Background

 

Our Audit Committee and Board have appointed Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the year ending December 31, 2017.

 

The following table sets forth the total compensation that was paid by the Company and its subsidiaries to the Company’s independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in each of the previous two fiscal years:

 

 

 

 

 

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.  In accordance with Section 60(b) of the Companies Law, you are invited to discuss our 2016 consolidated financial statements, and questions regarding the consolidated financial statements may be addressed to us or to our auditors.  Our Annual Report on Form 20-F for the year ended December 31, 2016, including our 2016 audited consolidated financial statements, is available at the “ Investor Relations ” portion of our website, at http://investors.wix.com/ .

 

Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services.  Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.  Our audit committee pre-approved all the audit services and all of the non-audit services provided to us and to our subsidiaries since our pre-approval policy was adopted in November 2014.

 

Proposal

 

The shareholders are being asked to adopt the following resolution:

 

RESOLVED, that the appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global Limited, as Wix.com Ltd.’s independent public accountants for the year ending December 31, 2017 be, and it hereby is, ratified, and the Board of Directors (or, the Audit Committee, if authorized by the Board of Directors (subject to the ratification of the Board of Directors)) be, and it hereby is, authorized to fix the remuneration of such independent public accountants in accordance with the volume and nature of their services.

 

Vote Required

 

See “Vote Required for Approval of Each of the Proposals” above.

 

Board Recommendation

 

The Board recommends a vote “FOR” the ratification of the appointment and the authorization of the compensation of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the year ending December 31, 2017.

 

 

CORPORATE GOVERNANCE UPDATES

 

The Board is pleased to update that the Company continues to take a disciplined approach to managing the long-term effects of equity incentive grants and remains committed to vigilant management of stock dilution.

 

A significant portion of the Company’s overhang from outstanding equity incentives still consists of historical in-the-money vested options, including vested par value options, which the Company believes is not unusual for companies of similar age, size, industry and sector.

 

The Company believes the fact that employees elect not to exercise historical in-the-money vested options should be viewed positively by investors as it reflects the employees’ belief in the long term prospects of the Company, electing to continue to hold the options as part of their overall investment portfolio.  The Company further notes that during 2017 vested par value options continued to be exercised by management and employees.

 

As part of the management of stock dilution, the Company shifted during the course of 2015 to substitute a portion of its option grants with RSU grants.  The increased grant of RSUs, in smaller quantities relative to options and which are not subject to the holders’ exercise election, has further supported the Company’s reduction of overhang from outstanding equity incentives over time. The Company further considers its stock price and market cap from time to time, to determine the appropriate number of equity awards to be granted to employees.

 

OTHER BUSINESS

 

The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement.  If any other matters do properly come before the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

 

SHAREHOLDER PROPOSALS FOR 2018 ANNUAL GENERAL MEETING OF

SHAREHOLDERS

 

Under the Companies Law, shareholders who severally or jointly hold at least 1% of the Company’s outstanding voting rights are entitled to request that the Board include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting.  To be considered for inclusion in the Company’s proxy statement for our 2018 annual general meeting of shareholders pursuant to the Companies Law, shareholder proposals must be in writing and must be properly submitted 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel, Attn: Corporate Secretary, and must otherwise comply with the requirements of Israel’s Companies Law.  The written proposal must be received by the Company not less than 90 calendar days prior to the first anniversary of the Meeting (i.e., no later than March 28, 2018; provided that if the date of the 2018 annual general meeting of shareholders is advanced by more than 30 calendar days prior to, or delayed (other than as a result of adjournment) by more than 30 calendar days after, the anniversary of the Meeting, for a proposal by a shareholder to be timely it must be so delivered not later than the 7th calendar day following the day on which we call and provide notice of the 2018 annual general meeting of shareholders.

 

 

We currently expect that the agenda for our annual general meeting of shareholders to be held in 2018 will include (1) the election (or reelection) of Class II directors; (2) the approval of the appointment (or reappointment) of the Company’s auditors and (3) presentation and discussion of the financial statements of the Company for the year ended December 31, 2017 and the auditors’ report for this period.

 

In general, a shareholder proposal must be in English and must set forth (i) the name, business address, telephone number, fax number and email address of the proposing shareholder (and each member of the group constituting the proposing shareholder, if applicable) and, if not a natural person, the same information with respect to the person(s) that controls or manages such person, (ii) the number of ordinary shares held by the proposing shareholder, directly or indirectly, including if beneficially owned by the proposing shareholder (within the meaning of Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended); if any of such ordinary shares are held indirectly, an explanation of how they are held and by whom, and, if such proposing shareholder is not the holder of record of any such ordinary shares, a written statement from an authorized bank, broker, depository or other nominee, as the case may be, indicating the number of ordinary shares the proposing shareholder is entitled to vote as of a date that is no more than ten (10) days prior to the date of delivery of the shareholder proposal, (iii) any agreements, arrangements, understandings or relationships between the proposing shareholder and any other person with respect to any securities of the Company or the subject matter of the shareholder proposal, including any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such proposing shareholder, the purpose or effect of which is to give such proposing shareholder economic risk similar to ownership of shares of any class or series of the Company, (iv) the proposing shareholder’s purpose in making the proposal, (v) the complete text of the resolution that the proposing shareholder proposes to be voted upon at the 2018 annual general meeting of shareholders, (vi) a statement of whether the proposing shareholder has a personal interest in the proposal and, if so, a description in reasonable detail of such personal interest, (vii) a declaration that all the information that is required under Israel’s Companies Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided, (viii) if the proposal is to nominate a candidate for election to the board of directors, a questionnaire and declaration, in form and substance reasonably requested by the Company, signed by the nominee with respect to matters relating to his or her identity, address, background, credentials, expertise, etc., and his or her consent to be named as a candidate and, if elected, to serve on the board of directors, and (ix) any other information reasonably requested by the Company.  We shall be entitled to publish information provided by a proposing shareholder, and the proposing shareholder shall be responsible for the accuracy thereof.  In addition, shareholder proposals must otherwise comply with applicable law and our Articles of Association.  The Company may disregard shareholder proposals that are not timely and validly submitted.

 

The information set forth in this section is, and should be construed, as a “pre-announcement notice” of the 2018 annual general meeting of shareholders in accordance with Rule 5C of Israel’s Companies Regulations (Notice of General and Class Meetings in a Public Company), 2000, as amended.

 

 

ADDITIONAL INFORMATION

The Company’s Annual Report on Form 20-F filed with the SEC on March 28, 2017 is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s website at http://investors.wix.com/ .

 

The Company is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.

 

By Order of the Board of Directors,   MARK TLUSZCZ Chairman of the Board of Directors

 

Dated: May 25, 2017

 

Annex A

 

Annex C

Total Limits of Liability:

$80,000,000 + $15,000,000 SIDE A Up to 20% for Defense Costs will be provided in addition to the limit of liability.

Annex E

 

Wix.com Ltd. – List of Peer Companies

 

1.

BroadSoft, Inc.

 

2.

Chegg, Inc.

 

3.

Cornerstone OnDemand, Inc.

 

4.

CyberArk Software Ltd.

 

5.

HubSpot, Inc.

 

6.

Imperva, Inc.

 

7.

Infoblox, Inc.

 

8.

IntraLinks Holdings, Inc.

 

9.

LogMeIn, Inc.

 

10.

Paycom Software, Inc.

 

11.

Paylocity Holding Corporation

 

12.

PROS Holdings, Inc.

 

13.

Qualys, Inc.

 

14.

Shopify, Inc.

 

15.

Shutterstock, Inc.

 

16.

SPS Commerce, Inc.

 

17.

Zendesk, Inc.

 

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WIX.COM LTD.

 

PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 2017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS (“BOARD”)

 

The undersigned hereby constitutes and appoints Lior Shemesh and Eitan Israeli and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the ordinary shares of Wix.com Ltd. (the “ Company ”), held of record in the name of the undersigned at the close of business on May 22, 2017, at an Annual General Meeting of Shareholders of the Company (the “ Meeting ”) to be held at the offices of the Company, at 40 Namal Tel Aviv St., Tel Aviv 6350671, Israel, on Monday, June 26, 2017 at 3:30 p.m. (Israel time), and at any and all adjournments or postponements thereof on the following matters , which are more fully described in the Notice of Annual General Meeting of Shareholders (the “ Notice ”) and Proxy Statement (the “ Proxy Statement ”) relating to the Meeting . Each term used herein and not defined shall have the meaning ascribed to such term in the Notice and/or the Proxy Statement.

 

The undersigned acknowledges receipt of the Notice and the Proxy Statement relating to the Meeting.

 

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to the proposals described below, this proxy will be voted FOR each proposal and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or any and all adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.

 

(Continued and to be signed on the reverse side)

 

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

WIX.COM LTD.

 

June 26, 2017, 3:30 p.m. (Israel time)

 

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

↓Please detach along perforated line and mail in envelope.↓

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