WALTHAM, MA – Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics and multi-dimensional polymer, metal & ceramic Additive Manufacturing 3D printers, today announced that it will hold an Extraordinary General Meeting of Shareholders (the “EGM”) on December 13th, 2023, at which shareholders will be asked to approve compensation for the Company’s Directors, including the Chairman of the Board and Nano Dimension’s Chief Executive Officer. In addition, Nano Dimension today announced the continuation of its corporate governance enhancements to further align the Company’s profile with gold standards and best practices based on shareholder feedback and input from governance experts, Institutional Shareholder Services and Glass Lewis, prior to the previous Annual General Meeting on September 7th, 2023.
As part of setting the board to be efficient and effective, Nano Dimension has followed ISS recommendations from March and September 2023: Igal Rotem and Amit Dror are stepping down from the Board effective immediately as part of a planned transition. Amit Dror will also resign from his position as Customer Success Officer.
With these changes, Nano Dimension’s Board has been reduced, since September 2023, from nine to seven directors, with all six non-executive directors being independent.
These changes follow the previously announced separation of the Company’s Chairman and CEO roles, under which independent director Dr. Yoav Nissan-Cohen was appointed Chairman of the Board, as announced on September 15th, 2023.
Yoav Stern, CEO of Nano Dimension, commented, “We intend to continue corporate governance enhancements with refreshed Board composition and Board rightsizing, as well as recruiting unique and highly qualified additions to our present leadership. Our new Chairman, Dr. Yoav Nissan-Cohen, is already highly effective in helping us prepare the Company’s board leadership for the years to come. And we have more improvements planned, most of them aimed to fulfill our main goal: Supporting long term shareholders’ interests.”
Dr. Nissan-Cohen added, “Over the past few months, we have made important changes to our Board to promote independent oversight. Today’s announcement is a continuation of these efforts, as we have considered feedback from our shareholders and independent governance experts. Separately, as part of our effort, Mr. Rotem has left the Board, and I would like to thank him for his contribution over the last 18 months.”
Mr. Stern concluded, “This is an opportunity for all of Nano Dimension’s teams since it is inception in 2014, and me personally, to thank a very special individual, Mr. Amit Dror. He is the co-founder of the Company and its previous CEO. Amit is a visionary and a relentless leader and entrepreneur. His strength and commitment over so many years is part and parcel of what Nano Dimension’s spirit is today. Thank you, Amit. You will always be a part of Nano Dimension, and vice versa.”
Additional Information Regarding the EGM
The EGM will be held December 13th, 2023 at 16:00 p.m., Israel time at the Company’s headquarters in Israel and the following items will be put to a vote:
- Approval of cash annual fee for all non-executive directors as of October 1st, 2023.
- Approval of a compensation package for the Company’s Chairman of the Board, Dr. Yoav Nissan-Cohen, as of September 13th, 2023.
- Approval of a compensation package for the Company’s Chief Executive Officer, Mr. Yoav Stern, as of January 1st, 2024.
The Company’s proxy statement will be mailed to all ADS holders in due course following the November 8th, 2023, record date and will contain any properly presented agenda items from shareholders.
