REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
☒ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
Auditor Firm Id: |
Auditor Name: |
• |
our expectations for our business, trends related to our business and the markets in which we operate and into which we sell products; |
• |
uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which may impact demand and supply of our products; |
• |
the effects of increased competition in our market; |
• |
our ability to timely and effectively scale and adapt our existing technology and infrastructure to meet current and future market demands; |
• |
the effects on our business of the global COVID-19 pandemic; |
• |
our ability to develop or acquire new and more technologically advanced products, and to successfully commercialize these products; |
• |
our ability to protect our proprietary technology and intellectual property; |
• |
our ability to increase adoption of our products and to maintain or increase our market share; |
• |
our ability to maintain our growth; |
• |
future amounts and sources of our revenue; |
• |
our future costs and expenses; |
• |
the adequacy of our capital resources; |
• |
our expectations to provide security for all organizations; |
• |
our expectations with respect to share repurchases by us and dividend payments by us; |
• |
the effects on our business of evolving laws and regulations, including government export or import controls and U.S. tax regulations and the potential economic effects of “Brexit”; |
• |
the impact of the significant military action against Ukraine launched by Russia and any related political or economic responses and counter-responses or otherwise by various global actors; |
• |
our ongoing relationships with our current and future customers and channel partners, suppliers, contract manufacturers and distributors; and |
• |
our other expectations, beliefs, intentions and strategies. |
PART I |
||||||
Item 1. |
4 |
|||||
Item 2. |
4 |
|||||
Item 3. |
4 |
|||||
Item 4. |
18 |
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Item 4A. |
26 |
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Item 5. |
26 |
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Item 6. |
34 |
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Item 7. |
45 |
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Item 8. |
45 |
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Item 9. |
46 |
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Item 10. |
46 |
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Item 11. |
57 |
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Item 12. |
58 |
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PART II |
||||||
Item 13. |
58 |
|||||
Item 14. |
58 |
|||||
Item 15. |
58 |
|||||
Item 16A. |
60 |
|||||
Item 16B. |
6 0 |
|||||
Item 16C. |
6 0 |
|||||
Item 16D. |
6 2 |
|||||
Item 16E. |
6 2 |
|||||
Item 16F. |
6 2 |
|||||
Item 16G. |
6 2 |
|||||
Item 16H. |
63 |
|||||
Item 16I. |
63 |
|||||
PART III |
||||||
Item 17. |
63 |
|||||
Item 18. |
63 |
|||||
Item 19. |
63 |
• | the continued expansion of Internet usage and the number of organizations adopting or expanding intranets; |
• | the continued adoption of “cloud” infrastructure by organizations; |
• | the ability of the infrastructures implemented by organizations to support an increasing number of users and services; |
• | the continued development of new and improved services for implementation across the Internet and between the Internet and intranets; |
• | the adoption of data security measures as it pertains to data encryption and data loss prevention technologies; |
• | continued access to mobile API’s, APPs and application stores with Apple, Google and Microsoft; |
• | government regulation of the Internet and governmental and non-governmental requirements and standards with respect to data security and privacy; and |
• | general economic conditions in either domestic or international markets, including inflation and fluctuations in supply chains and conditions resulting from geopolitical uncertainty and instability or war, including the significant military action against Ukraine launched by Russia. |
• | restricting our sales operations and marketing efforts, reducing the effectiveness of such efforts in some cases and delaying or lengthening our sales cycles; and |
• | delaying collections or resulting in an inability to collect accounts receivable, including as a result of customer insolvency. |
• | issue equity securities which would dilute the current shareholders’ percentage of ownership; |
• | incur substantial debt; |
• | assume contingent liabilities; or |
• | expend significant cash. |
• | unanticipated costs or liabilities associated with the acquisition; |
• | incurrence of acquisition-related costs; |
• | diversion of management’s attention from other business concerns; |
• | harm to our existing business relationships with manufacturers, distributors and customers as a result of the acquisition; |
• | the potential loss of key employees; |
• | use of resources that are needed in other parts of our business; |
• | use of substantial portions of our available cash to consummate the acquisition; or |
• | unrealistic goals or projections for the acquisition. |
• | technology import and export license requirements; |
• | costs of localizing our products for foreign countries, and the lack of acceptance of localized products in foreign countries; |
• | varying economic and political instability or war, including the significant military action against Ukraine launched by Russia; |
• | potential tariffs, sanctions, fines or other trade restrictions, including any political or economic responses and counter-responses or otherwise by various global actors to the significant military action against Ukraine launched by Russia; |
• | imposition of or increases in tariffs or other payments on our revenues in these markets; |
• | greater difficulty in protecting intellectual property; |
• | difficulties in managing our overseas subsidiaries and our international operations; |
• | declines in general economic conditions; |
• | political instability and civil unrest which could discourage investment and complicate our dealings with governments; |
• | widespread health emergencies or pandemics, such as the COVID-19 pandemic; |
• | difficulties in complying with a variety of foreign laws and legal standards and changes in regulatory requirements; |
• | expropriation and confiscation of assets and facilities; |
• | difficulties in collecting receivables from foreign entities or delayed revenue recognition; |
• | recruiting and retaining talented and capable employees; |
• | differing labor standards; |
• | increased tax rates; |
• | potentially adverse tax consequences, including taxation of a portion of our revenues at higher rates than the tax rate that applies to us in Israel; |
• | fluctuations in currency exchange rates and the impact of such fluctuations on our results of operations and financial position; and |
• | the introduction of exchange controls and other restrictions by foreign governments. |
• | Some programs may be discontinued, |
• | We may be unable to meet the requirements for continuing to qualify for some programs, |
• | These programs and tax benefits may be unavailable at their current levels, or |
• | We may be required to refund previously recognized tax benefits if we are found to be in violation of the stipulated conditions. |
ITEM 4. |
INFORMATION ON CHECK POINT |
• | Generation 1 – Late 1980s, virus attacks on stand-alone PCs affected all businesses and drove the rise of anti-virus products. |
• | Generation 2 – Mid 1990s, attacks from the internet affected all business and drove the creation of the firewall. |
• | Generation 3 – Early 2000s, exploiting vulnerabilities in applications affected most businesses and drove the rise in intrusion prevention systems (IPS) products. |
• | Generation 4 – Approximately 2010, rise of targeted, unknown, evasive, polymorphic attacks affected most businesses and drove the increase in behavior analysis technologies such as sandboxing products. |
• | Generation 5 – Approximately 2018-2021, the large-scale and multi-vector mega attacks using advanced attack technologies. These are fast-moving attacks so detection-only is not enough. These attacks targeted traditional attack vectors and expanded to mobile and cloud. Advanced threat prevention is required. |
1. | Prevention-first approach |
2. | Strive for the Highest level of security |
3. | Gold Standard Management |
4. | Consolidated Solution |
1. | Quantum: Enterprise network security for perimeter and datacenter |
2. | CloudGuard: Automatically secure your cloud |
1. | Cloud Network Security: |
2. | Security and Posture Management: |
3. | Cloud Workload Protection: |
4. | Cloud Web Application Protection: |
3. | Harmony: Securing the User Environment |
• | Harmony Endpoint |
• | Harmony Mobile |
• | Harmony Email & Collaboration |
• | Secure Internet Browsing: |
• | Secure remote access to corporate applications: |
1. | AI technologies – Accurately block zero-day ransomware, sophisticated Trojans, and other advanced malware through a market leading malware analysis technology leveraging 30+ AI based machine and deep learning engines. |
2. | Big data threat intelligence – Aggregates and analyzes big data telemetry and millions of Indicators of Compromise (IoCs) every day. Its threat intelligence database is fed from 150,000 connected networks and millions of endpoint devices, as well as feeds from Check Point Research team (CPR). |
● | Leader for the 22nd time in Magic Quadrant for Network Firewalls |
● | Gartner Market Guide for Mobile Threat Defense |
● | Named a Worldwide Major Player in Modern Endpoint Security for Enterprise & SMB in latest IDC MarketScape Reports |
● | Harmony Mobile recognized as a Market Leader in Omdia’s Market Radar Mobile Security Management |
● | Forrester Now Tech Industrial Control Systems (ICS) Security. |
● | Leadership in Endpoint Security with 100% Detection across All Tested Unique ATT&CK Techniques |
● | Recognized as leader in nine Grid Reports for Firewall, Cloud, Endpoint and Mobile Data security |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(in millions) |
||||||||||||
Category of Activity: |
||||||||||||
Products and licenses |
$ | 513.9 | $ | 513.6 | $ | 510.8 | ||||||
Security subscriptions |
755.2 | 671.1 | 610.3 | |||||||||
Software updates and maintenance |
897.7 | 880.2 | 873.7 | |||||||||
Total revenues |
$ | 2,166.8 | $ | 2,064.9 | $ | 1,994.8 |
I. | Community |
• | Corporate Responsibility Policy |
• | Social Investment and Volunteer Statement |
II. | Human Resources – How we value ourselves |
• | Human Rights and Labor Policy |
• | Workforce Diversity and Equality Statement |
• | Training and Employee Development Policy |
• | Anti-Slavery Policy |
III. | Supply Chain |
• | Supply Chain Code of Conduct |
• | Supply Chain Policy |
IV. | Environment |
• | Environmental Policy |
• | Conflicts Minerals Policy |
V. | Corporate Governance |
• | Corporate Governance Guidelines |
• | Committee Charters |
VI. | Ethics How we value |
• | Code of Ethics and Business Conduct |
• | Privacy Policy |
• | Whistle Blower Procedure |
• | Insider Trading Policy |
• | Anti-Corruption, Bribery and Money Laundering Policy |
NAME OF SUBSIDIARY |
COUNTRY OF INCORPORATION | |
Check Point Software Technologies, Inc. |
United States of America (Delaware) | |
Check Point Software (Canada) Technologies Inc. |
Canada | |
Check Point Software Technologies (Japan) Ltd. |
Japan | |
Check Point Software Technologies (Netherlands) B.V. |
Netherlands | |
Check Point Holding (Singapore) PTE Ltd. |
Singapore | |
Check Point Holding (Singapore) PTE Ltd. (1) |
Indonesia | |
Check Point Holding (Singapore) PTE Ltd. – U.S. Branch (2) |
United States of America (New York) | |
Israel Check Point Software Technologies Ltd. China (3) |
China | |
Check Point Holding AB (4) |
Sweden | |
Check Point Advanced Threat Prevention Ltd. |
Israel | |
Check Point Mobile Security Ltd. |
Israel | |
Check Point Software Technologies South Africa PTY. Ltd |
South Africa | |
Check Point Software (Kenya) Ltd. |
Kenya | |
Check Point Software Technologies B.V Nigeria Ltd. (5) |
Nigeria | |
Check Point Public Cloud Security Ltd. |
Israel | |
Check Point Web Applications and API Protection Ltd. |
Israel | |
Protego Labs, Inc. |
United States of America (Delaware) | |
Check Point IOT Security Ltd. |
Israel | |
Check Point Serverless Security Ltd. (6) |
Israel | |
Check Point Secure Remote Access Ltd. |
Israel | |
Check Point Email Security Ltd. (7) |
Israel | |
Avanan, Inc. |
United States of America (Delaware) | |
Check Point Developer Security Tools Ltd. |
Israel | |
Spectral Cyber Technologies. Inc. (8) |
United States of America (Delaware) (8) | |
Check Point Software Technologies (Sweden) AB. (9) |
Sweden | |
Zone Labs, L.L.C. (10) |
United States of America (California) |
(1) | Representative office of Check Point Holding (Singapore) PTE Ltd. |
(2) | Branch of Check Point Holding (Singapore) PTE Ltd. |
(3) | Representative office of Check Point Software Technologies Ltd. |
(4) | Subsidiary of Check Point Holding (Singapore) PTE Ltd. (former name: Protect Data AB) |
(5) | Subsidiary of Check Point Holding (Singapore) PTE Ltd. and Check Point Yazilim Teknolojileri Pazarlama A.S. |
(6) | Subsidiary of Protego Labs, Inc |
(7) | Subsidiary of Avanan, Inc. |
(8) | Subsidiary of Spectral Cyber Technologies Ltd. |
(9) | Subsidiary of Check Point Holding AB |
(10) | Subsidiary of Check Point Software Technologies Inc. |
NAME OF SUBSIDIARY |
COUNTRY OF INCORPORATION | |
Check Point Software Technologies S.A. |
Argentina | |
Check Point Software Technologies (Australia) PTY Ltd. |
Australia | |
Check Point Software Technologies (Austria) GmbH |
Austria | |
Check Point Software Technologies (Belarus) LLC |
Belarus | |
Check Point Software Technologies (Belgium) S.A. |
Belgium | |
Check Point Software Technologies (Brazil) LTDA |
Brazil | |
Check Point Software Technologies (Hong Kong) Ltd. (Guangzhou office) (1) |
China | |
Check Point Software Technologies (Hong Kong) Ltd. (Shanghai office) (1) |
China | |
Check Point Software Technologies (Czech Republic) s.r.o. |
Czech Republic | |
Check Point Software Technologies (Denmark) ApS |
Denmark | |
Check Point Software Technologies (Finland) Oy |
Finland | |
Check Point Software Technologies SARL |
France | |
Check Point Software Technologies GmbH |
Germany | |
Check Point Software Technologies (Greece) SA |
Greece | |
Check Point Software Technologies (Hungary) Ltd. |
Hungary | |
Check Point Software Technologies (Hong Kong) Ltd. |
Hong Kong | |
Check Point Software Technologies (India) Private Limited |
India | |
Check Point Software Technologies (Italia) Srl |
Italy | |
Check Point Software Technologies Mexico S.A. de C.V. |
Mexico | |
Check Point Software Technologies (Beijing) Co., Ltd. |
China | |
Check Point Software Technologies (New Zealand) Limited |
New Zealand | |
Check Point Software Technologies Norway A.S. |
Norway | |
Check Point Software Technologies (Philippines) Inc. |
Philippines | |
Check Point Software Technologies (Poland) Sp.z.o.o. |
Poland | |
CPST (Portugal), Sociedade Unipessoal Lda. |
Portugal | |
Check Point Software Technologies (RMN) SRL. |
Romania | |
Check Point Software Technologies (Russia) OOO |
Russia | |
Check Point Software Technologies (Korea) Ltd. |
South Korea | |
Check Point Software Technologies (Spain) S.A. |
Spain | |
Check Point Software Technologies (Switzerland) A.G. |
Switzerland | |
Check Point Software Technologies (Taiwan) Ltd. |
Taiwan | |
Check Point Yazilim Teknolojileri Pazarlama A.S. |
Turkey | |
Check Point Software Technologies (UK) Ltd. |
United Kingdom |
(1) | Representative office of Check Point Software Technologies (Hong Kong) Ltd. |
Location |
Space (square feet) | |
Israel |
362,000*) | |
Americas |
132,000 | |
Europe, Middle East and Africa |
62,730 | |
Asia Pacific |
41,850 |
*) | We acquired ownership of our international headquarters located in Tel Aviv, Israel pursuant to a pre-paid 49 year long-term lease on the land with the City of Tel Aviv – Jaffa. No additional payments are due under such long-term lease. Our international headquarters building contains approximately 332,000 square feet of office space. In addition, we lease approximately 30,000 square feet of additional space substantially all in Tel Aviv, Israel. |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Region: |
||||||||||||
Americas, principally U.S. |
43 | % | 45 | % | 46 | % | ||||||
Europe, Middle East and Africa |
45 | % | 43 | % | 42 | % | ||||||
Asia-Pacific |
12 | % | 12 | % | 12 | % |
• | Revenue recognition (including sales reserves), |
• | Realizability of long-lived assets (including intangible assets), |
• | Accounting for income taxes, |
• | Credit loss of trade receivables |
• | Impairment of marketable securities; and |
• | Loss Contingencies ; and |
• | Manufacturing Partner and Supplier Liabilities. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(in millions) |
||||||||
Revenues: |
||||||||
Products and licenses |
$ | 513.9 | $ | 513.6 | ||||
Security subscriptions |
755.2 | 671.1 | ||||||
Software updates and maintenance |
897.7 | 880.2 | ||||||
|
|
|
|
|||||
Total revenues |
2,166.8 | 2,064.9 | ||||||
|
|
|
|
|||||
Operating expenses (*): |
||||||||
Cost of products and licenses |
110.7 | 96.8 | ||||||
Cost of security subscriptions |
35.9 | 26.4 | ||||||
Cost of software updates and maintenance |
103.0 | 96.7 | ||||||
Amortization of technology |
8.5 | 6.6 | ||||||
|
|
|
|
|||||
Total cost of revenues |
258.1 | 226.5 | ||||||
|
|
|
|
|||||
Research and development |
292.7 | 252.8 | ||||||
Selling and marketing |
597.8 | 569.9 | ||||||
General and administrative |
110.7 | 111.5 | ||||||
|
|
|
|
|||||
Total operating expenses |
1,259.3 | 1,160.7 | ||||||
|
|
|
|
|||||
Operating income |
907.5 | 904.2 | ||||||
Financial income, net |
42.1 | 66.6 | ||||||
|
|
|
|
|||||
Income before taxes on income |
949.6 | 970.8 | ||||||
Taxes on income |
134.0 | 124.2 | ||||||
|
|
|
|
|||||
Net income |
$ | 815.6 | $ | 846.6 | ||||
|
|
|
|
(*) | Including pre-tax charges for stock-based compensation, amortization of intangible assets and acquisition related expenses in the following items: |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(in millions) |
||||||||
Amortization of intangible assets and acquisition related expenses |
||||||||
Amortization of technology |
$ | 8.5 | $ | 6.6 | ||||
Research and development |
5.6 | 4.1 | ||||||
Selling and marketing |
7.3 | 7.3 | ||||||
|
|
|
|
|||||
Total amortization of intangible assets and acquisition related expenses |
$ | 21.4 | $ | 18.0 | ||||
|
|
|
|
|||||
Stock-based compensation |
||||||||
Cost of products and licenses |
$ | 0.4 | $ | 0.4 | ||||
Cost of software updates and maintenance |
4.4 | 4.1 | ||||||
Research and development |
31.8 | 23.5 | ||||||
Selling and marketing |
42.8 | 36.8 | ||||||
General and administrative |
40.9 | 47.7 | ||||||
|
|
|
|
|||||
Total stock-based compensation |
$ | 120.3 | $ | 112.5 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenues: |
||||||||
Products and licenses |
24 | % | 25 | % | ||||
Security subscriptions |
35 | 32 | ||||||
Software updates and maintenance |
41 | 43 | ||||||
|
|
|
|
|||||
Total revenues |
100 | % | 100 | % | ||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Cost of products and licenses |
5 | 5 | ||||||
Cost of security subscriptions |
2 | 1 | ||||||
Cost of software updates and maintenance |
5 | 5 | ||||||
Amortization of technology |
— | *) | — | *) | ||||
|
|
|
|
|||||
Total cost of revenues |
12 | 11 | ||||||
|
|
|
|
|||||
Research and development |
13 | 12 | ||||||
Selling and marketing |
28 | 28 | ||||||
General and administrative |
5 | 5 | ||||||
|
|
|
|
|||||
Total operating expenses |
58 | 56 | ||||||
|
|
|
|
|||||
Operating income |
42 | 44 | ||||||
Financial income, net |
2 | 3 | ||||||
|
|
|
|
|||||
Income before taxes on income |
44 | 47 | ||||||
Taxes on income |
6 | 6 | ||||||
|
|
|
|
|||||
Net income |
38 | 41 | ||||||
|
|
|
|
*) | Less than 1%. |
Name |
Position |
Independent Director (1) |
Outside Director (2) |
Member of Audit Committee |
Member of Compensation Committee |
Member of Nominating, Sustainability and Corporate Governance Committee | ||||||
Gil Shwed | Chief Executive Officer | |||||||||||
and Director | ||||||||||||
Jerry Ungerman | Chairman of the Board | ✓ | ||||||||||
Tal Payne | Chief Financial and | |||||||||||
Operations Officer | ||||||||||||
Dorit Dor | Chief Product Officer | |||||||||||
Rupal Hollenbeck | Chief Commercial Officer | |||||||||||
Guy Gecht (3) | Lead Independent Director | ✓ | ✓ | ✓ | ✓ | |||||||
Yoav Chelouche (3) | Director | ✓ | ✓ | ✓ | ✓ | |||||||
Ray Rothrock (3) | Director | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
Tal Shavit Shenhav | Director | ✓ | ✓ | |||||||||
Eyal Waldman (1) | Director | ✓ | ||||||||||
Shai Weiss | Director | ✓ | ✓ |
(1) | “Independent Director” under the Nasdaq Global Select Market regulations and the Israeli Companies Law (see explanation below). |
(2) | “Outside Director” as required by the Israeli Companies Law (see explanation below). |
(3) | “Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the audit committee (see “Item 16A – Audit Committee Financial Expert”). |
As of December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Function |
||||||||||||
Research, development and quality assurance |
1,677 | 1,500 | 1,515 | |||||||||
Marketing, pre sale, sales and business development |
2,509 | 2,317 | 2,335 | |||||||||
Customer support |
905 | 851 | 789 | |||||||||
Information systems, administration, finance and operation |
551 | 530 | 513 | |||||||||
|
|
|
|
|
|
|||||||
Total |
5,642 | 5,198 | 5,152 |
As of December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Function |
||||||||||||
Israel |
2,416 | 2,259 | 2,260 | |||||||||
Americas |
1,660 | 1,580 | 1,211 | |||||||||
Rest of the World |
1,566 | 1,359 | 1,681 | |||||||||
|
|
|
|
|
|
|||||||
Total |
5,642 | 5,198 | 5,152 |
Name |
Number of shares beneficially owned (1) |
% of class of shares (2) |
Title of securities covered by the options |
Number of options and RSUs (3) |
Exercise price of options |
Date of expiration of options |
||||||||||||||||||
Gil Shwed |
28,369,752 | 21.6 | % | Ordinary shares | 3,420,000 | $ | 114.23 - $123.05 |
06/06/2022-08/09/2028 |
||||||||||||||||
All directors and officers as a group (11 persons including Mr. Shwed)(4) |
30,172,811 | 22.7 | % | Ordinary shares | 5,052,189 | $ | 83.59 - $132.91 | 06/08/2022-08/09/2028 |
(1) | The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are exercisable and restricted share units that vest within 60 days after February 28, 2022. |
(2) | If a shareholder has the right to acquire shares by exercising stock options (as determined in accordance with footnote (1)), these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder. |
(3) | Number of options immediately exercisable or exercisable and restricted share units that vest within 60 days from February 28, 2022. |
(4) | Other than Mr. Shwed, none of our executive officers and directors beneficially own more than 1% of our outstanding ordinary shares. |
Plan |
Outstanding options & RSUs |
Options outstanding exercise price |
Date of expiration of options |
Options exercisable |
||||||||||||
2005 United States Equity Incentive Plan |
1,444,559 | $82.01-$132.91 |
06/08/2022-08/09/2028 |
545,118 | ||||||||||||
2005 Israel Equity Incentive Plan |
9,055,789 | $72.76-$123.05 |
06/08/2022-11/17/2028 |
4,730,587 | ||||||||||||
Dome9 Equity Incentive Plan |
1,080 | $ 4.98-$ 21.97 |
05/03/2026-06/27/2028 |
1,080 |
Name of Five Percent Shareholders |
No. of shares beneficially held (1) |
% of class of shares (2) |
No. of shares beneficially held (1) |
% of class of shares (2) |
No. of shares beneficially held (1) |
% of class of shares (2) |
||||||||||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||||||||||||||
Gil Shwed |
28,369,738 | 21.4 | % | 28,704,010 | 20.4 | % | 29,163,983 | 19.5 | % | |||||||||||||||
Massachusetts Financial Services Company (3) |
7,470,150 | 5.79 | % | 8,084,127 | 5.89 | % | 8,764,230 | 5.76 | % |
(1) | The amount includes ordinary shares owned by each of the individuals, directly or indirectly, and options immediately exercisable or that are exercisable within 60 days from December 31 st , of each of the years shown in this table. |
(2) | If a shareholder has the right to acquire ordinary shares by exercising stock options exercisable within 60 days from December 31 st , of each of the years shown in this table, these Ordinary shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder. |
(3) | As of December 31, 2021, based on information contained in a Schedule 13G/A filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 2, 2022, as of December 31, 2020, based on information contained in a Schedule 13G/A filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 11, 2021, and as of December 31, 2019, based on information contained in a Schedule 13G/A filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 14, 2020. The address for Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, Massachusetts 02199. |
• | any amendment to the articles of association, |
• | an increase of the company’s authorized share capital, |
• | a merger, or |
• | approval of interested party transactions that require shareholder approval. |
• | the majority includes at least a majority of the shares voted by shareholders other than our controlling shareholders or shareholders who have a personal interest in the adoption of the compensation policies; or |
• | the total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the adoption of the compensation policies, does not exceed 2% of the aggregate voting rights of our company. |
• | Monetary liability imposed on the office holder in favor of a third party in a judgment, including a settlement or an arbitral award confirmed by a court. |
• | Reasonable legal costs, including attorneys’ fees, expended by an office holder as a result of an investigation or proceeding instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without the filing of an indictment against the office holder, and either: |
• | no financial liability was imposed on the office holder in lieu of criminal proceedings, or |
• | financial liability was imposed on the office holder in lieu of criminal proceedings, but the alleged criminal offense does not require proof of criminal intent. |
• | Reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office holder is charged by a court: |
• | in an action brought against the office holder by us, on our behalf or on behalf of a third party, |
• | in a criminal action in which the office holder is found innocent, or |
• | in a criminal action in which the office holder is convicted, but in which proof of criminal intent is not required. |
• | An individual citizen or resident (as defined for U.S. federal income tax purposes) of the United States; |
• | A domestic partnership; |
• | A corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any of its states; |
• | An estate, if the estates income is subject to U.S. federal income taxation; or |
• | Aspects of U.S. federal income taxation relevant to U.S. Shareholders by reason of their particular circumstances (including potential application of the alternative minimum tax); |
• | U.S. Shareholders subject to special treatment under the U.S. federal income tax laws, such as banks, financial institutions, insurance companies, broker-dealers or traders in securities; |
• | U.S. Shareholders that are tax-exempt organizations and pension funds; |
• | U.S. Shareholders that are former citizens or long-term residents of the United States; |
• | U.S. Shareholders that are partnerships or entities treated as partnerships or other pass-through entities and persons who own our shares through such entities, and non-U.S. individuals or entities; |
• | U.S. Shareholders that are real estate investment trusts or regulated investment companies; |
• | U.S. Shareholders who own 10% or more of our outstanding voting shares, either directly or by attribution; |
• | U.S. Shareholders who hold our shares as part of a hedging, straddle, integrated, or conversion transaction; |
• | U.S. Shareholders who acquire their shares of our capital stock in a “compensatory transaction”; |
• | U.S. Shareholders whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; and |
• | Any aspect of U.S. estate, gift, state, or local tax law, or any non-U.S. tax law. |
• | 75% or more of our gross income in the taxable year is passive income, or |
• | 50% or more of the average percentage of our assets held during the taxable year produce or are held for the production of passive income. |