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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Kornit Digital Ltd. 20-F 12/31/23 104:9.9M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report HTML 2.27M 2: EX-2.2 Description of Ordinary Shares of Kornit Digital HTML 59K Ltd 3: EX-8.1 List of Subsidiaries of the Registrant HTML 31K 6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 30K 8: EX-97.1 Policy for the Recovery of Erroneously Awarded HTML 46K Compensation 4: EX-12.1 Statement re: the Computation of Ratios HTML 33K 5: EX-12.2 Statement re: the Computation of Ratios HTML 33K 7: EX-15.1 Consent of Kost Forer Gabbay & Kasierer, A Member HTML 28K Firm of Ernst & Young Global, An Independent Registered Public Accounting Firm 14: R1 Document And Entity Information HTML 102K 15: R2 Consolidated Balance Sheets HTML 156K 16: R3 Consolidated Balance Sheets (Parentheticals) HTML 44K 17: R4 Consolidated Statements of Operations HTML 107K 18: R5 Consolidated Statements of Comprehensive Income HTML 70K (Loss) 19: R6 Statements of Shareholders' Equity HTML 88K 20: R7 Statements of Shareholders' Equity HTML 30K (Parentheticals) 21: R8 Consolidated Statements of Cash Flows HTML 147K 22: R9 General HTML 34K 23: R10 Significant Accounting Policies HTML 144K 24: R11 Tesoma Gmbh Acquisition HTML 43K 25: R12 Marketable Securities HTML 71K 26: R13 Fair Value Measurements HTML 48K 27: R14 Inventories, Net HTML 34K 28: R15 Property, Plant and Equipment, Net HTML 39K 29: R16 Intangible Assets, Net HTML 47K 30: R17 Accrued Expenses and Current Liabilities HTML 34K 31: R18 Commitments and Contingent Liabilities HTML 37K 32: R19 Shareholders' Equity HTML 63K 33: R20 Earnings (Losses) Per Share HTML 41K 34: R21 Accumulated Other Comprehensive Income (Loss) HTML 40K 35: R22 Leases HTML 42K 36: R23 Taxes on Income HTML 99K 37: R24 Geographic Information HTML 46K 38: R25 Financial Income, Net HTML 44K 39: R26 Balances and Transactions with Related Parties HTML 38K 40: R27 Accounting Policies, by Policy (Policies) HTML 205K 41: R28 Significant Accounting Policies (Tables) HTML 91K 42: R29 Tesoma Gmbh Acquisition (Tables) HTML 39K 43: R30 Marketable Securities (Tables) HTML 71K 44: R31 Fair Value Measurements (Tables) HTML 46K 45: R32 Inventories, Net (Tables) HTML 35K 46: R33 Property, Plant and Equipment, Net (Tables) HTML 37K 47: R34 Intangible Assets, Net (Tables) HTML 48K 48: R35 Accrued Expenses and Current Liabilities (Tables) HTML 34K 49: R36 Shareholders' Equity (Tables) HTML 52K 50: R37 Earnings (Losses) Per Share (Tables) HTML 40K 51: R38 Accumulated Other Comprehensive Income (Loss) HTML 39K (Tables) 52: R39 Leases (Tables) HTML 41K 53: R40 Taxes on Income (Tables) HTML 85K 54: R41 Geographic Information (Tables) HTML 43K 55: R42 Financial Income, Net (Tables) HTML 43K 56: R43 Significant Accounting Policies (Details) HTML 105K 57: R44 Significant Accounting Policies (Details) - HTML 47K Schedule of Property and Equipment on Straight-Line Basis Over Useful Life of Assets 58: R45 Significant Accounting Policies (Details) - HTML 48K Schedule of Revenue Disaggregated by Revenue 59: R46 Significant Accounting Policies (Details) - HTML 47K Schedule of Revenue Disaggregated by Geography Based on Customer Location 60: R47 Significant Accounting Policies (Details) - HTML 37K Schedule of Remaining Performance Obligations 61: R48 Significant Accounting Policies (Details) - HTML 36K Schedule of Changes in Liability for Product Warranty 62: R49 Significant Accounting Policies (Details) - HTML 45K Schedule of Fair Value Method for Stock Options Awards 63: R50 Significant Accounting Policies (Details) - HTML 36K Schedule of Notional Amounts of Outstanding Derivative Positions 64: R51 Significant Accounting Policies (Details) - HTML 42K Schedule of Expense (Income) from Derivatives Instruments 65: R52 Significant Accounting Policies (Details) - HTML 68K Schedule of Restructuring Charges 66: R53 Tesoma Gmbh Acquisition (Details) HTML 34K 67: R54 Tesoma Gmbh Acquisition (Details) - 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Exhibit 97.1
KORNIT DIGITAL LTD.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Kornit Digital 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 that are not otherwise defined herein shall have the respective meanings assigned thereto in Section 11.
1. | Persons Subject to Policy |
This Policy shall apply to and be binding and enforceable upon current and former Officers. In addition, the 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 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 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 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 Committee and the Board shall, in their 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 or Erroneously Awarded 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 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 “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 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 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 Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8. | Application; Enforceability |
Except as otherwise determined by the 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 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 executive officers and directors, as adopted in accordance with the Israeli Companies Law 5759-1999 and as in effect from time to time.
“Committee” means the Compensation Committee of the Board or, in the absence of such a 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.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
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“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 share 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, as well as any additional Company officers who are considered “office holders” (other than in their roles as directors) under the Israeli Companies Law 5759-1999 (the “Companies Law”) and are designated by the Committee and the Board “Officers” for purposes hereof.
“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 a restatement that corrects 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 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.
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ACKNOWLEDGMENT OF AND CONSENT TO
KORNIT DIGITAL LTD. 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 Kornit Digital Ltd. (the “Company”), and has read and understands the Policy. Capitalized terms used in this Acknowledgment that are not otherwise defined herein shall have the respective 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 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.
___________________ | |
Date | Signature |
Name | |
Title |
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This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/28/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
10/2/23 | ||||
11/28/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/21 Kornit Digital Ltd. 6-K 8/12/21 2:242K EdgarAgents LLC/FA 3/25/21 Kornit Digital Ltd. 20-F 12/31/20 107:9.9M EdgarAgents LLC/FA 9/14/20 Kornit Digital Ltd. 6-K 9/14/20 4:512K EdgarAgents LLC/FA 7/02/20 Kornit Digital Ltd. 6-K 7/02/20 4:747K EdgarAgents LLC/FA 3/23/20 Kornit Digital Ltd. 20-F 12/31/19 109:9.4M EdgarAgents LLC/FA 3/20/18 Kornit Digital Ltd. 20-F 12/31/17 96:9.4M EdgarAgents LLC/FA 3/30/17 Kornit Digital Ltd. 20-F 12/31/16 98:9.6M EdgarAgents LLC/FA 4/14/16 Kornit Digital Ltd. 20-F/A 12/31/15 86:5.6M EdgarAgents LLC/FA 3/18/15 Kornit Digital Ltd. F-1/A 10:7.8M S2 Filings LLC/FA 3/10/15 Kornit Digital Ltd. F-1/A 15:4.4M S2 Filings LLC/FA 2/25/15 Kornit Digital Ltd. F-1 25:8.1M S2 Filings LLC/FA |