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Perion Network Ltd. – ‘20-F’ for 12/31/23 – ‘EX-97.1’

On:  Monday, 4/8/24, at 4:06pm ET   ·   For:  12/31/23   ·   Accession #:  1178913-24-1251   ·   File #:  0-51694

Previous ‘20-F’:  ‘20-F’ on 3/15/23 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   7 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/08/24  Perion Network Ltd.               20-F       12/31/23   95:12M                                    Z-K Global Ltd./FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   2.79M 
                Non-Canadian Issuer                                              
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     68K 
                Liquidation or Succession -- exhibit_2-1                         
 3: EX-8.1      Opinion of Counsel re: Tax Matters -- exhibit_8-1   HTML     27K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders --   HTML     28K 
                exhibit_13-1                                                     
 7: EX-13.2     Annual or Quarterly Report to Security Holders --   HTML     28K 
                exhibit_13-2                                                     
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     48K 
                Awarded Compensation -- exhibit_97-1                             
 4: EX-12.1     Statement re: the Computation of Ratios --          HTML     33K 
                exhibit_12-1                                                     
 5: EX-12.2     Statement re: the Computation of Ratios --          HTML     33K 
                exhibit_12-2                                                     
 8: EX-15.1     Letter re: Unaudited Interim Financial Info --      HTML     28K 
                exhibit_15-1                                                     
15: R1          Document and Entity Information                     HTML     98K 
16: R2          Consolidated Balance Sheets                         HTML    155K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
18: R4          Consolidated Statements of Income                   HTML    100K 
19: R5          Consolidated Statements of Income (Paranthetical)   HTML     28K 
20: R6          Consolidated Statements of Comprehensive Income     HTML     62K 
21: R7          Consolidated Statements of Changes in               HTML     74K 
                Shareholders' Equity                                             
22: R8          Consolidated Statements of Cash Flows               HTML    143K 
23: R9          General                                             HTML     30K 
24: R10         Significant Accounting Policies                     HTML     91K 
25: R11         Marketable Securities                               HTML     71K 
26: R12         Fair Value of Financial Instruments                 HTML    103K 
27: R13         Acquisitions                                        HTML     50K 
28: R14         Property and Equipment, Net                         HTML     45K 
29: R15         Goodwill and Other Intangible Assets, Net           HTML    151K 
30: R16         Accrued Expenses and Other Liabilities              HTML     40K 
31: R17         Derivatives and Hedging Activities                  HTML     71K 
32: R18         Leases                                              HTML     47K 
33: R19         Shareholders' Equity                                HTML    163K 
34: R20         Financial Income (Expense), Net                     HTML     60K 
35: R21         Income Taxes                                        HTML    217K 
36: R22         Earnings Per Share                                  HTML     61K 
37: R23         Major Customers                                     HTML     34K 
38: R24         Geographic Information                              HTML     59K 
39: R25         Subsequent Events                                   HTML     30K 
40: R26         Significant Accounting Policies (Policies)          HTML    160K 
41: R27         Significant Accounting Policies (Tables)            HTML     35K 
42: R28         Marketable Securities (Tables)                      HTML     67K 
43: R29         Fair Value of Financial Instruments (Tables)        HTML    103K 
44: R30         Acquisitions (Tables)                               HTML     36K 
45: R31         Property and Equipment, Net (Tables)                HTML     44K 
46: R32         Goodwill and Other Intangible Assets, Net (Tables)  HTML    157K 
47: R33         Accrued Expenses and Other Liabilities (Tables)     HTML     40K 
48: R34         Derivatives and Hedging Activities (Tables)         HTML     75K 
49: R35         Leases (Tables)                                     HTML     43K 
50: R36         Shareholders' Equity (Tables)                       HTML    171K 
51: R37         Financial Income (Expense), Net (Tables)            HTML     59K 
52: R38         Income Taxes (Tables)                               HTML    206K 
53: R39         Earnings Per Share (Tables)                         HTML     59K 
54: R40         Major Customers (Tables)                            HTML     34K 
55: R41         Geographic Information (Tables)                     HTML     55K 
56: R42         Significant Accounting Policies (Narrative)         HTML     55K 
                (Details)                                                        
57: R43         Significant Accounting Policies (Schedule of        HTML     35K 
                Estimated Useful Lives at Annual Rates) (Details)                
58: R44         Significant Accounting Policies (Schedule of        HTML     50K 
                Stock-Based Compensation Assumptions) (Details)                  
59: R45         Marketable Securities (Details)                     HTML     57K 
60: R46         Fair Value of Financial Instruments (Schedule of    HTML     70K 
                Fair Value Measurements) (Details)                               
61: R47         Fair Value of Financial Instruments - Contingent    HTML     35K 
                consideration (Details)                                          
62: R48         Acquisitions (Narrative) (Details)                  HTML     89K 
63: R49         Acquisitions (Schedule of estimated fair values of  HTML     51K 
                the assets acquired and liabilities assumed)                     
                (Details)                                                        
64: R50         Property and Equipment, Net (Details)               HTML     47K 
65: R51         Goodwill and Other Intangible Assets, Net           HTML     42K 
                (Schedule of Changes in Goodwill) (Details)                      
66: R52         Goodwill and Other Intangible Assets, Net (Summary  HTML     89K 
                of Intangible Assets) (Details)                                  
67: R53         Goodwill and Other Intangible Assets, Net           HTML     40K 
                (Schedule of Estimated Useful Life of Intangible                 
                Assets) (Details)                                                
68: R54         Goodwill and Other Intangible Assets, Net           HTML     43K 
                (Schedule Of Estimated Future Amortization                       
                Expense) (Details)                                               
69: R55         Accrued Expenses and Other Liabilities (Details)    HTML     37K 
70: R56         Derivatives and Hedging Activities (Schedule of     HTML     39K 
                Fair Value of Company's Outstanding Derivative                   
                Instruments) (Details)                                           
71: R57         Derivatives and Hedging Activities (Schedule of     HTML     46K 
                Net (Gains) Losses Reclassified from Accumulated                 
                Other Comprehensive Income (Loss) to Operating                   
                Expenses) (Details)                                              
72: R58         Leases (Narrative) (Details)                        HTML     39K 
73: R59         Leases (Schedule of Weighted-Average Remaining      HTML     31K 
                Lease Term and Discount Rate) (Details)                          
74: R60         Leases (Schedule of Maturities of Operating Lease   HTML     41K 
                Liabilities) (Details)                                           
75: R61         Shareholders' Equity (Narrative) (Details)          HTML     67K 
76: R62         Shareholders' Equity (Schedule of Stock Option      HTML     92K 
                Activity) (Details)                                              
77: R63         Shareholders' Equity (Schedule of Option Activity   HTML     81K 
                by Price Range) (Details)                                        
78: R64         Shareholders' Equity (Schedule of Stock Based       HTML     39K 
                Compensation Expense) (Details)                                  
79: R65         Financial Income (Expense), Net (Schedule of        HTML     45K 
                Financial Income (Expense), Net) (Details)                       
80: R66         Income Taxes (Narrative) (Details)                  HTML     72K 
81: R67         Income Taxes (Schedule of Income (Loss) Before      HTML     36K 
                Taxes) (Details)                                                 
82: R68         Income Taxes (Schedule of Taxes on Income           HTML     39K 
                (Details)                                                        
83: R69         Income Taxes (Schedule of Taxes on Income by        HTML     54K 
                Jurisdiction (Details)                                           
84: R70         Income Taxes (Schedule of Deferred Tax Assets       HTML     52K 
                (Liabilities) (Details)                                          
85: R71         Income Taxes (Schedule of the Reconciliation of     HTML     63K 
                the Effective Tax Rate) (Details)                                
86: R72         Income Taxes (Schedule of Unrecognized Tax          HTML     33K 
                Benefits) (Details)                                              
87: R73         Earnings Per Share (Schedule of Computation of      HTML     58K 
                Basic and Diluted Net Earnings Per Common Share)                 
                (Details)                                                        
88: R74         Major Customers (Schedule of Total Revenue)         HTML     38K 
                (Details)                                                        
89: R75         Geographic Information (Schedule of Total Revenue   HTML     49K 
                of Geographic Areas) (Details)                                   
90: R76         Subsequent Events (Narrative) (Details)             HTML     34K 
92: XML         IDEA XML File -- Filing Summary                      XML    177K 
95: XML         XBRL Instance -- zk2431117_htm                       XML   2.84M 
91: EXCEL       IDEA Workbook of Financial Report Info              XLSX    165K 
11: EX-101.CAL  XBRL Calculations -- peri-20231231_cal               XML    197K 
12: EX-101.DEF  XBRL Definitions -- peri-20231231_def                XML    698K 
13: EX-101.LAB  XBRL Labels -- peri-20231231_lab                     XML   2.45M 
14: EX-101.PRE  XBRL Presentations -- peri-20231231_pre              XML   1.13M 
10: EX-101.SCH  XBRL Schema -- peri-20231231                         XSD    249K 
93: JSON        XBRL Instance as JSON Data -- MetaLinks              600±   889K 
94: ZIP         XBRL Zipped Folder -- 0001178913-24-001251-xbrl      Zip    688K 


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation — exhibit_97-1


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

Exhibit 97.1

PERION NETWORK LTD.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
 
(as adopted on October 31, 2024)
 
Perion Network Ltd. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
 
1.
Persons Subject to Policy
 
This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an acknowledgment pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such acknowledgment shall not negate the application of this Policy to the Officer. In addition, the Compensation Committee and the Board may apply this Policy to persons who are not Officers, and such application shall apply in the manner determined by the Compensation Committee and the Board in their sole discretion.
 
2.
Compensation Subject to Policy
 
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
 
3.
Recovery of Compensation
 
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly and in accordance with Section 4 below, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Compensation Committee and the Board have determined that recovery from the relevant current or former Officer would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any Officer’s right to voluntarily terminate employment or services for “good reason” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
 

4.
Manner of Recovery; Limitation on Duplicative Recovery
 
The Compensation Committee and the Board shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation, reimbursement or repayment by any person subject to this Policy, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
 
5.
Administration
 
This Policy shall be administered, interpreted and construed by the Compensation Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Compensation Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Compensation Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, shareholders and employees. The Compensation Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
 
6.
Interpretation
 
This Policy shall be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
 
7.
No Indemnification; No Liability
 
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Compensation Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
 
2

8.
Application; Enforceability
 
Except as otherwise determined by the Compensation Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any Other Recovery Arrangements. Without limiting the foregoing, in the event of a conflict between this Policy and the Compensation Policy, the latter shall prevail, except with respect to the recovery of any portion of Incentive-Based Compensation that is Erroneously Awarded Compensation that would not be recoverable under the Compensation Policy, in which case this Policy shall prevail. Subject to Section 4, the remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company or is otherwise required by applicable law and regulations.
 
9.
Severability
 
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
 
10.
Amendment and Termination
 
The Board or the Compensation Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association in the U.S.
 
11.
Definitions
 
Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.

Board” means the Board of Directors of the Company.
 
Compensation Policy” means the Company’s compensation policy for officers and directors, as adopted in accordance with the Israeli Companies Law 5759-1999 and as in effect from time to time.
 
Compensation Committee” means the Compensation Committee of the Board or, in the absence of such a Compensation Committee, a majority of the independent directors serving on the Board.
 
Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
 
3

Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock price and total shareholder return.
 
GAAP” means United States generally accepted accounting principles.
 
IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
 
Impracticable” means (a) the direct expense paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempt(s) to recover the Erroneously Awarded Compensation, (ii) documented such reasonable attempt(s) and (iii) provided such documentation to the relevant listing exchange or association, (b) the recovery would violate the Company’s home country laws adopted prior to November 28, 2022 pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such a violation and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
 
Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
 
Officer” means each person who the Company determines serves as a Company officer, as defined in Section 16 of the Securities Exchange Act of 1934, as amended.
 
Other Recovery Arrangements means any clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (including, without limitation, the Compensation Policy).
 
Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
 
Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a Compensation Committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
 
4

ACKNOWLEDGMENT AND CONSENT TO
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by Perion Network Ltd. (the “Company”), and has read and understands the Policy. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Policy.

As a condition of receiving Incentive-Based Compensation from the Company, the undersigned agrees that any Incentive-Based Compensation received (as defined in the Policy) on or after the Effective Date is subject to recovery pursuant to the terms of the Policy. To the extent the Company’s recovery right conflicts with any other contractual rights the undersigned may have with the Company, the undersigned understands that the terms of the Policy shall supersede any such contractual rights. The terms of the Policy shall apply in addition to any right of recoupment against the undersigned under the Compensation Policy or applicable law and regulations.
 
The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification by the Company and that the Company shall not insure him in connection with any enforcement of the Policy and expressly waives any rights to such indemnification and insurance under the Company’s organizational documents or otherwise.

___________________
Date
________________________________________
Signature
 
 
________________________________________
Name
 
 
________________________________________
Title

 
5

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
10/31/24
Filed on:4/8/246-K
For Period end:12/31/23
10/2/23
11/28/22
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/02/24  Perion Network Ltd.               S-8         5/02/24    4:459K                                   Z-K Global Ltd./FA


6 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/23  Perion Network Ltd.               20-F       12/31/22   91:11M                                    Z-K Global Ltd./FA
 3/16/22  Perion Network Ltd.               20-F       12/31/21   94:12M                                    Z-K Global Ltd./FA
 3/25/21  Perion Network Ltd.               20-F       12/31/20  103:11M                                    Z-K Global Ltd./FA
 3/16/20  Perion Network Ltd.               20-F       12/31/19  103:11M                                    Z-K Global Ltd./FA
 3/27/18  Perion Network Ltd.               20-F       12/31/17  109:12M                                    Z-K Global Ltd./FA
 4/29/13  Perion Network Ltd.               20-F       12/31/12   85:11M                                    Z-K Global Ltd./FA
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