(1) |
to re-elect Avishai Abrahami, Diane Greene and Mark Tluszcz as Class III directors, to serve until the Company’s annual general meeting of shareholders in 2025, and until their respective successors are duly elected and qualified;
|
(2) |
to amend and readopt compensation policies for the Company’s executives and directors, as required under Israeli law;
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(3) |
to amend and readopt the compensation arrangement of the Company’s non-executive directors, as required under Israeli law;
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(4) |
to approve the offer to exchange certain options held by non-director and non-executive employees of the Company and its subsidiaries; and
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(5) |
to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's independent registered public accounting firm for the year ending December 31, 2022 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.
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WIX.COM LTD.
By: /s/ Naama Kaenan
Name: Naama Kaenan
Title: General Counsel
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Exhibit | Description |
1. |
Introduction
|
2. |
Compensation Committee Independence
|
3. |
Overall Strategy
|
• |
compete for, attract, retain, reward and motivate highly qualified Executives;
|
• |
ensure that the interests of the Executives are closely aligned with the interests of Wix’s shareholders and emphasize equity pay and long-term incentives so that Executives have an
interest in Wix’s sustained growth and success;
|
• |
motivate the Executives to achieve results with integrity and fairness without encouraging excessive risk taking;
|
• |
support a performance culture that is based on merit, and differentiates and rewards excellent performance, both in the short- and long-term, and recognizes Wix’s company values; and
|
• |
balance rewards for both short-term and long-term results to ensure sustained business performance over time.
|
4. |
Factors for Examining Compensation Terms
|
• |
the education, qualifications, professional experience, seniority and accomplishments of the Executive;
|
• |
the Executive’s position, responsibilities and prior compensation arrangements;
|
• |
data of other NASDAQ and NYSE peer companies (including U.S.-based companies), including companies in the industry and/or geographic market, and compensation for comparably situated
executives;
|
• |
the Executive’s expected contribution to Wix’s future growth, profitability and stability;
|
• |
the degree of responsibility imposed on the Executive;
|
• |
the need to retain Executives who have relevant skills, know-how or unique expertise;
|
• |
accounting and tax considerations and implications;
|
• |
the relation between the employment terms of the Executive and the average and median salary of Wix’s employees and contractors in the geographic market in which the Executive operates,
as well as whether such variation would have an effect on employee relations; and
|
• |
any requirements prescribed by the Companies Law, U.S. securities laws and NASDAQ rules from time to time.
|
5. |
Compensation Terms of Executives
|
• |
base salary;
|
• |
cash bonus (annual or special);
|
• |
equity-based long-term incentives;
|
• |
general benefits;
|
• |
retirement and termination of service arrangements; and
|
• |
change of control special arrangements.
|
A. |
Base Salary
|
B. |
Annual Cash Bonus
|
• |
financial results (e.g. collections, revenues, pre-tax profits);
|
• |
number of free or premium users; and
|
• |
other key performance indicators.
|
• |
contribution to Wix’s business, profitability and stability;
|
• |
the need to retain an Executive with skills, know-how or unique expertise;
|
• |
the responsibility imposed on the Executive;
|
• |
changes that occurred in the responsibility imposed on the Executive during the year;
|
• |
performance satisfaction, including assessing the degree of involvement of the Executive and devotion of efforts in the performance of his or her duties;
|
• |
assessment of the Executive’s ability to work in coordination and cooperation with other employees; and
|
• |
the contribution to appropriate control environment and ethical environment.
|
C. |
Equity-Based Compensation
|
• |
with respect to an Annual Grant with an exercise price equal to the fair market value (FMV)1, the portion of such Annual Grant that is scheduled to vest in any year following
the grant date, shall not exceed 0.075% of the issued and outstanding Wix Ordinary Shares on the date of grant, or 0.10% in the case of the Chief Executive Officer (the “Annual Threshold”);
|
• |
with respect to an Annual Grant of RSUs or other equity awards without an exercise price, the Annual Threshold shall be reduced by 50% (i.e., 0.0375% of the issued and outstanding Wix
Ordinary Shares on the date of grant or 0.05% in the case of the Chief Executive Officer); and
|
• |
with respect to an Annual Grant that combines both types of equity awards (i.e., equity awards with an exercise price equal to FMV and RSUs or other equity awards without an exercise
price), the Annual Threshold shall be calculated, on a pro rata basis, to give effect to the relative portion of each type of equity awards. The Compensation Committee and the Board of Directors shall not have discretion to limit, at the
time of exercise, the value of equity-based compensation that was granted.
|
D. |
Forfeiture and Clawback Policy
|
• |
the restatement of the financial statements is required due to changes in the applicable financial reporting standards; or
|
• |
the Board of Directors or Compensation Committee has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient
or not in the best interest of the Company.
|
E. |
General Benefits
|
• |
paid vacation days;
|
• |
paid sick days;
|
• |
recuperation pay according to applicable law;
|
• |
employer contribution to an education fund (including, payment of such contribution or any portion thereof, directly to the Executive);
|
• |
employer contribution to an insurance policy or a pension fund for severance and pension (including, payment of such contribution or any portion thereof, directly to the Executive);
|
• |
employer contribution towards work disability insurance; and
|
• |
D&O indemnification, insurance and exculpation to the maximum extent permitted by applicable law, as amended from time to time.
|
F. |
Retirement and Termination of Service Arrangements
|
• |
the length of employment of the Executive;
|
• |
the Executive’s performance during his or her employment;
|
• |
Wix’s performance during the Executive’s term of employment and the Executive’s contribution to such Company performance;
|
• |
the circumstances surrounding the termination of employment of the Executive, such as relocation of the Executive and availability of suitable executive positions; and
|
• |
whether separation payments are customary in the industry or geographic market or sector in which the Executive is employed.
|
G. |
Change of Control Special Arrangements
|
• |
acceleration of vesting of outstanding options and other equity awards;
|
• |
extension of advance notice period by up to 9 months (in addition to the advance notice period in effect prior to the change of control);
|
• |
payment of severance pay for an additional period of up to 15 months; and
|
• |
extension of the exercise period of options and other equity awards held by Executives for a period of up to 24 months following the date of employment termination.
|
H. |
Indemnification, Insurance and Exculpation of Executives
|
6. |
Shareholding Guidelines for Executive Officers
|
7. |
Recommendation, Review and Approval of Policy
|
1. |
Introduction
|
2. |
Compensation Committee Independence
|
3. |
Overall Strategy
|
4. |
Factors for Examining Compensation Terms
|
• |
the education, qualifications, professional experience, seniority and accomplishments of the Director;
|
• |
the Director’s position, responsibilities and prior compensation arrangements;
|
• |
data of other NASDAQ and NYSE peer companies (including U.S.-based companies), including companies in the industry and/or geographic market, and compensation for comparably
situated Directors;
|
• |
the degree of responsibility imposed on the Directors;
|
• |
the need to retain Directors who have relevant skills, know-how or unique expertise;
|
• |
accounting and tax considerations and implications;
|
• |
the relation between the engagement terms of the Directors and the average and median salary of Wix’s employees and contractors, as well as whether such variation has an effect on
employment relations; and
|
• |
any requirements prescribed by the Companies Law, U.S. securities laws and NASDAQ rules from time to time.
|
5. |
Compensation Terms of Directors
|
A. |
Annual Retainer and Fees
|
B. |
Equity-Based Compensation
|
C. |
Benefits
|
6. |
Forfeiture and Clawback Policy
|
• |
the restatement of the financial statements is required due to changes in the applicable financial reporting standards; or
|
• |
the Board of Directors or Compensation Committee has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally
efficient, or not in the best interest of the Company.
|
7. |
Shareholding Guidelines for Directors
|
8. |
Change of Control Special Arrangements
|
• |
acceleration of vesting of outstanding options and other equity awards; and
|
• |
extension of the exercise period of options and other equity awards held by Directors for a period of up to 24 months following the date of service termination.
|
9. |
Indemnification, Insurance and Exculpation of Directors
|
10. |
Recommendation, Review and Approval of Policy
|