UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549  

 

 

FORM 8-K  

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: November 5, 2013

 

Ormat Technologies, Inc.

 

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

(State of Incorporation)

 

 

 

001-32347
(Commission File Number)

 

No. 88-0326081
(I.R.S. Employer Identification No.)

 

 

 

6225 Neil Road, Reno, Nevada
(Address of Principal Executive Offices)

 

89511-1136
(Zip Code)

 

(775) 356-9029
(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

 

☐

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

   

☐

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

   

☐

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

   

☐

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 
 

 

TABLE OF CONTENTS

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

   
Item 9.01  Financial Statements and Exhibits

 

Signatures

 

Exhibit Index

 

Exhibit 99.1

 

 

Ex-99.1

Press Release

 

 
2 
 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 5, 2013, Yehudit Bronicki informed the board of directors of Ormat Technologies, Inc. (the “Company”) that she intended to retire from her position as Chief Executive Officer of the Company, effective June 30, 2014, the current expiration date under her employment contract.

 

In conjunction with Mrs. Bronicki’s retirement as Chief Executive Officer of the Company, Gillon Beck advised the board of directors on November 5, 2013 that he intended to step down from his position as Chairman of the board of directors, also effective June 30, 2014.

 

Also on November 5, 2013, the board of directors elected Yoram Bronicki to replace Mr. Beck as Chairman of the board of directors, effective June 30, 2014 when Mr. Beck steps down from his position as Chairman. In connection with his election as Chairman of the board of directors, Mr. Bronicki will retire from his position as President and Chief Operating Officer of the Corporation, also effective June 30, 2014.

 

Mr. Bronicki will serve as Chairman pursuant to an amendment to his existing employment agreement that will (i) extend his employment with the Company through June 30, 2016, (ii) reflect his new position as Chairman, effective June 30, 2014, (iii) clarify that his duties will be on a part-time basis and that, subject to confidentiality and non-compete obligations, he will be entitled to devote time to other pursuits and (iv) reduce his annual bonus from 0.75% to 0.50% of the Company’s annual consolidated profits (after tax) above $2,000,000 up to a maximum of six times his annual base salary. The other material terms of Mr. Bronicki’s employment agreement will remain unchanged. A description of those terms is contained under the heading “Executive Compensation—Our Group I Executives—Yoram Bronicki” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 25, 2013, which is incorporated by reference herein.

 

A copy of the press release issued by the Company with respect to the management and board changes described herein is attached as Exhibit 99.1 and is incorporated by reference into this report.

 

Item 9.01           Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is furnished as part of this report on Form 8-K:

 

99.1 Press release of the Company dated November 5, 2013

 

 
3
 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  Ormat Technologies, Inc.  
       
       
        
  By /s/ YEHUDIT BRONICKI    
    Name:     Yehudit Bronicki  
    Title:       Chief Executive Officer  

 

                        

 

Date: November 7, 2013

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number

Description

 
     

99.1

Press release of the Company dated November 5, 2013

 

 

 

 

 

Exhibit 99.1

 

 

PRESS RELEASE

 

 

 

Ormat Technologies Contact:            

Dita Bronicki          

CEO                                   

775-356-9029                              

dbronicki@ormat.com

 

 

 

Ormat Technologies, Inc. Announces Planned Retirement of Yehudit (Dita) Bronicki

(effective June 30, 2014) and Related Board and Management Changes

 

Reno, Nevada, November 5, 2013 -- Ormat Technologies, Inc. (NYSE: ORA) today announced that Mrs. Yehudit (Dita) Bronicki, the company's chief executive officer, has decided to retire from her position of CEO, effective June 30, 2014, the current expiration date under her employment contract, thus starting an orderly leadership transition over the next 8 months. Mrs. Bronicki will continue to serve as a director of the company following her planned retirement as CEO. Mrs. Bronicki's decision to retire will bring to a close a remarkable career of 48 years of continuous management service to the Company and its shareholders.

 

The company further announced that Mr. Gillon Beck has decided to step down from his position of chairman of the board of directors of the company, also effective June 30, 2014 and that the board of directors has elected and appointed Mr. Yoram Bronicki as the succeeding chairman, with such appointment being effective June 30, 2014. Mr. Beck will continue to serve as a director of the company after he steps down from his position as chairman. Upon assuming the position of the chairman of the board Mr. Yoram Bronicki will relinquish his position as president and chief operating officer of the company.

 

The board of directors has established a search committee to assist the Board in conducting the process of choosing Mrs. Bronicki's successor.

 

“Mrs. Bronicki has been with the company for 48 years, and has served as its CEO for 23 of those years. During that time, Mrs. Bronicki took Ormat from a small products manufacturer for third parties to a multinational, independent power producer, with generation capacity of approximately 600 MW around the world and a market capitalization of over $1 billion,” said Mr. Gillon Beck, chairman of the board. “Mrs. Bronicki was the driving force and leader behind Ormat’s 2004 IPO, establishing the Company as a leading NYSE-listed renewable energy power producer. Ormat delivered over 1600MW of clean energy solutions to over 20 countries around the world. She is leaving a very strong, profitable and growing company thanks to her leadership over the years. The Board of Directors is grateful for Mrs. Bronicki’s tireless contribution to the Company and her distinguished tenure as CEO over the years.”

 

"I have been privileged to lead one of the world's unique renewable energy companies," Mrs. Bronicki said. “After more than two decades as CEO, it is time to move on and transfer the company's helm to a new generation of leadership. I am proud of the strong and profitable company that we have created and would like to take this opportunity to thank Lucien Bronicki whose vision became the foundation of the company, and all the generations of Ormat employees who assisted us over the 48 years of building this vertically integrated renewable energy company. I look forward to working with the board of directors and the company's management team during the transition period, and to continue my relationship and active role with the company after my retirement in my continued capacity as a board member."

 

 
 
 

 

About Ormat Technologies

 

With over four decades of experience, Ormat Technologies, Inc. is a leading geothermal company and the only vertically integrated company solely engaged in geothermal and recovered energy generation (REG). The company owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter—a power generation unit that converts low-, medium- and high-temperature heat into electricity. With over 82 U.S. patents, Ormat's power solutions have been refined and perfected under the most grueling environmental conditions. Ormat has over 500 employees in the United States and about 600 overseas. Ormat's flexible, modular solutions for geothermal power and REG are ideal for the vast range of resource characteristics. The company has engineered, manufactured and constructed power plants, which it currently owns or has supplied to utilities and developers worldwide, totaling approximately 1600 MW of gross capacity. Ormat's current generating portfolio of 595 MW (net) is spread globally in the U.S., Guatemala and Kenya.

 

Ormat's Safe Harbor Statement

 

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to Ormat's plans, objectives and expectations for future operations and are based upon its management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see "Risk Factors" as described in Ormat Technologies, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2013.

 

These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.