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Kornit Digital Ltd. – ‘20-F’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 3/28/24, at 4:06pm ET   ·   For:  12/31/23   ·   Accession #:  1213900-24-27207   ·   File #:  1-36903

Previous ‘20-F’:  ‘20-F’ on 3/30/23 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   11 References:   

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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

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 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) - Schedule of     HTML     93K 
                Purchase Price Allocation                                        
68: R55         Marketable Securities (Details) - Schedule of       HTML     59K 
                Marketable Securities                                            
69: R56         Marketable Securities (Details) - Schedule of       HTML     54K 
                Investments with Continuous Unrealized Losses                    
70: R57         Fair Value Measurements (Details) - Schedule of     HTML     56K 
                Assets and Liabilities that were measured at Fair                
                Value                                                            
71: R58         Inventories, Net (Details)                          HTML     31K 
72: R59         Inventories, Net (Details) - Schedule of            HTML     36K 
                Inventories                                                      
73: R60         Property, Plant and Equipment, Net (Details)        HTML     34K 
74: R61         Property, Plant and Equipment, Net (Details) -      HTML     48K 
                Schedule of Property, Plant and Equipment                        
75: R62         Intangible Assets, Net (Details)                    HTML     32K 
76: R63         Intangible Assets, Net (Details) - Schedule of      HTML     58K 
                Intangible Assets                                                
77: R64         Intangible Assets, Net (Details) - Schedule of      HTML     42K 
                Future Amortization Expenses                                     
78: R65         Accrued Expenses and Current Liabilities (Details)  HTML     39K 
                - Schedule of Accrued Expenses and Current                       
                Liabilities                                                      
79: R66         Commitments and Contingent Liabilities (Details)    HTML     34K 
80: R67         Shareholders' Equity (Details)                      HTML    101K 
81: R68         Shareholders' Equity (Details) - Schedule of Share  HTML     69K 
                Option Activity                                                  
82: R69         Shareholders' Equity (Details) - Schedule of RSU?s  HTML     40K 
                Activity                                                         
83: R70         Shareholders' Equity (Details) - Schedule of Share  HTML     52K 
                Based Compensation Expense                                       
84: R71         Earnings (Losses) Per Share (Details) - Schedule    HTML     66K 
                of Basic and Diluted Earnings (Losses) Per Share                 
85: R72         Accumulated Other Comprehensive Income (Loss)       HTML     60K 
                (Details) - Schedule of Accumulated Balances Other               
                Comprehensive Income (Loss)                                      
86: R73         Leases (Details)                                    HTML     46K 
87: R74         Leases (Details) - Schedule of Lease Expense        HTML     35K 
88: R75         Leases (Details) - Schedule of Maturities of        HTML     48K 
                Operating Lease Liabilities                                      
89: R76         Taxes on Income (Details)                           HTML     86K 
90: R77         Taxes on Income (Details) - Schedule of Deferred    HTML     59K 
                Tax Liabilities and Assets                                       
91: R78         Taxes on Income (Details) - Schedule of Income      HTML     39K 
                (Loss) Before Income Taxes                                       
92: R79         Taxes on Income (Details) - Schedule of Taxes on    HTML     58K 
                Income (Tax Benefits)                                            
93: R80         Taxes on Income (Details) - Schedule of             HTML     39K 
                Unrecognized Tax Benefits                                        
94: R81         Taxes on Income (Details) - Schedule of Effective   HTML     58K 
                Income Tax Rate Reconciliation                                   
95: R82         Geographic Information (Details)                    HTML     35K 
96: R83         Geographic Information (Details) - Schedule of      HTML     39K 
                Long-Lived Assets by Geographic Region                           
97: R84         Geographic Information (Details) - Schedule of      HTML     44K 
                Major Customers? Data as A Percentage                            
98: R85         Financial Income, Net (Details) - Schedule of       HTML     56K 
                Financial Income, Net                                            
99: R86         Balances and Transactions with Related Parties      HTML     47K 
                (Details)                                                        
101: XML         IDEA XML File -- Filing Summary                      XML    197K  
104: XML         XBRL Instance -- ea0201862-20f_kornit_htm            XML   1.93M  
100: EXCEL       IDEA Workbook of Financial Report Info              XLSX    189K  
10: EX-101.CAL  XBRL Calculations -- krnt-20231231_cal               XML    217K 
11: EX-101.DEF  XBRL Definitions -- krnt-20231231_def                XML   1.04M 
12: EX-101.LAB  XBRL Labels -- krnt-20231231_lab                     XML   2.17M 
13: EX-101.PRE  XBRL Presentations -- krnt-20231231_pre              XML   1.03M 
 9: EX-101.SCH  XBRL Schema -- krnt-20231231                         XSD    301K 
102: JSON        XBRL Instance as JSON Data -- MetaLinks              589±   870K  
103: ZIP         XBRL Zipped Folder -- 0001213900-24-027207-xbrl      Zip    632K  


‘EX-97.1’   —   Policy for the Recovery of Erroneously Awarded Compensation


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



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.

 

2

 

 

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.

 

3

 

 

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

 

 

4

 

 


Dates Referenced Herein

This ‘20-F’ Filing    Date    Other Filings
Filed on:3/28/24None on these Dates
For Period end:12/31/23
10/2/23
11/28/22
 List all Filings 


11 Previous Filings that this Filing References

  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
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