Nano Dimension Announces Additional Governance Enhancements and Convening of an Extraordinary General Meeting of Shareholders

Rhea-AI Summary

Nano Dimension announces changes in board composition and corporate governance enhancements

Positive

• Nano Dimension will hold an Extraordinary General Meeting of Shareholders on December 13th, 2023, to approve compensation for directors, including the Chairman and CEO.
• The board has been reduced from nine to seven directors, with all six non-executive directors being independent.
• The Chairman and CEO roles have been separated, with Dr. Yoav Nissan-Cohen appointed as Non-Executive Chairman.
• Former U.S. Army 4-Star General Michael X. Garrett has been appointed to Nano Dimension's board.
• The changes aim to strengthen corporate governance practices and align with shareholder feedback and governance experts' recommendations.

Negative

• None.

Following Shareholder Feedback and Input from Governance Experts in Reference to the 9/2023 Shareholders’ Meeting:

• Two Directors to Step Down - Making 6 Independent Directors Out of a Total 7 (CEO Being the Sole Non-Independent)
  
  
• Chairman of the Board and CEO Roles Were Separated: Dr. Yoav Nissan-Cohen Was Recently Appointed as Non-Executive Chairman
  
  
• U.S. Army 4-Star General (Ret.) Michael X. Garrett, Former Commanding General of U.S. Army Forces Command, a Director of Textron, Appointed to Nano Dimension’s Board
  
  

Changes are Part of an Ongoing Planned Process Aimed at Strengthening Corporate Governance Practices

Waltham, Mass., Oct. 18, 2023 (GLOBE NEWSWIRE) --  Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics and multi-dimensional polymer, metal & ceramic Additive Manufacturing 3D printers, today announced that it will hold an Extraordinary General Meeting of Shareholders (the “EGM”) on December 13^th, 2023, at which shareholders will be asked to approve compensation for the Company’s Directors, including the Chairman of the Board and Nano Dimension’s Chief Executive Officer. In addition, Nano Dimension today announced the continuation of its corporate governance enhancements to further align the Company’s profile with gold standards and best practices based on shareholder feedback and input from governance experts, Institutional Shareholder Services and Glass Lewis, prior to the previous Annual General Meeting on September 7^th, 2023.

As part of setting the board to be efficient and effective, Nano Dimension has followed ISS recommendations from March and September 2023: Igal Rotem and Amit Dror are stepping down from the Board effective immediately as part of a planned transition. Amit Dror will also resign from his position as Customer Success Officer.

With these changes, Nano Dimension’s Board has been reduced, since September 2023, from nine to seven directors, with all six non-executive directors being independent.

These changes follow the previously announced separation of the Company’s Chairman and CEO roles, under which independent director Dr. Yoav Nissan-Cohen was appointed Chairman of the Board, as announced on September 15^th, 2023.

Yoav Stern, CEO of Nano Dimension, commented, “We intend to continue corporate governance enhancements with refreshed Board composition and Board rightsizing, as well as recruiting unique and highly qualified additions to our present leadership. Our new Chairman, Dr. Yoav Nissan-Cohen, is already highly effective in helping us prepare the Company’s board leadership for the years to come. And we have more improvements planned, most of them aimed to fulfill our main goal: Supporting long term shareholders’ interests.”

Dr. Nissan-Cohen added, “Over the past few months, we have made important changes to our Board to promote independent oversight. Today’s announcement is a continuation of these efforts, as we have considered feedback from our shareholders and independent governance experts. Separately, as part of our effort, Mr. Rotem has left the Board, and I would like to thank him for his contribution over the last 18 months.”

Mr. Stern concluded, “This is an opportunity for all of Nano Dimension’s teams since it is inception in 2014, and me personally, to thank a very special individual, Mr. Amit Dror. He is the co-founder of the Company and its previous CEO. Amit is a visionary and a relentless leader and entrepreneur. His strength and commitment over so many years is part and parcel of what Nano Dimension’s spirit is today. Thank you, Amit. You will always be a part of Nano Dimension, and vice versa.”

Additional Information Regarding the EGM

The EGM will be held December 13^th, 2023 at 16:00 p.m., Israel time at the Company’s headquarters in Israel and the following items will be put to a vote:

1. Approval of cash annual fee for all non-executive directors as of October 1^st, 2023.
2. Approval of a compensation package for the Company’s Chairman of the Board, Dr. Yoav Nissan-Cohen, as of September 13^th, 2023.
3. Approval of a compensation package for the Company’s Chief Executive Officer, Mr. Yoav Stern, as of January 1^st, 2024.
   

The Company’s proxy statement will be mailed to all ADS holders in due course following the November 8^th, 2023, record date and will contain any properly presented agenda items from shareholders.

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices – on demand, anytime, anywhere.

Nano Dimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers based applications – from millimeters to several centimeters in size with micron precision.

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

For more information, please visit www.nano-di.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses potential additional governance enhancements. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.

NANO DIMENSION INVESTOR RELATIONS CONTACT

Investor Relations | ir@nano-di.com

NANO DIMENSION MEDIA CONTACT

Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com 

FAQ

When will the Extraordinary General Meeting of Shareholders be held?

The Extraordinary General Meeting of Shareholders will be held on December 13th, 2023.

What will be discussed at the Extraordinary General Meeting of Shareholders?

The shareholders will be asked to approve compensation for the Company's directors, including the Chairman and CEO.

How many directors are there in Nano Dimension's board now?

Nano Dimension's board has been reduced from nine to seven directors.

Who is the new Non-Executive Chairman of Nano Dimension?

Dr. Yoav Nissan-Cohen has been appointed as the new Non-Executive Chairman of Nano Dimension.

Who is the new director appointed to Nano Dimension's board?

Former U.S. Army 4-Star General Michael X. Garrett has been appointed to Nano Dimension's board.