UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-40408
Global-E Online Ltd.
(Translation of registrant’s name into English)
25 Basel Street
Petah-Tikva 4951041, Israel
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
An Annual General Meeting of Shareholders of Global-E Online Ltd. (the “Company”), will be held on Tuesday, June 21, 2022, at 4:00 p.m. (Israel time), at 9 HaPsagot, building D, Petah-Tikva, 4951041, Israel. In connection with the Annual General Meeting of Shareholders, the Company hereby
furnishes the following documents:
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(i)
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Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders describing proposals to be voted upon at the meeting, the procedure for voting in person or by
proxy at the meeting and various other details related to the meeting; and
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(ii)
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Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person.
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The Notice and Proxy Statement is attached to this Form 6-K as Exhibit 99.1 and the Proxy Card is attached to
this Form 6-K as Exhibit 99.2.
This Form 6-K and related exhibits are hereby incorporated by reference into the Company's Registration
Statements on Form S-8 (Registration Nos. 333-256403 and 333-264156).
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Exhibit No.
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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Global-E Online Ltd.
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Date: May 17, 2022
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By: /s/ Amir Schlachet
Name: Amir Schlachet
Title: Chief Executive Officer
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Exhibit 99.1
Shareholders letter
May 17, 2022
Dear Global-E Online Ltd. Shareholders:
We cordially invite you to attend the Annual General Meeting of Shareholders of Global-E Online Ltd. (the “Meeting”), to be held on Tuesday, June 21, 2022 at 4:00 p.m. (Israel time), at our headquarters 9 HaPsagot, Petah-Tikva, 4951041, Israel.
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting
of Shareholders. Our board of directors recommends that you vote FOR each of the proposals listed in the Notice.
Only shareholders of record at the close of market on May 12, 2022 are entitled to notice of and to vote at the Meeting.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly,
after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with
the instructions on your proxy card.
We look forward to greeting as many of you as can attend the Meeting.
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Sincerely,
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Amir Schlachet
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Chairperson of the Board of Directors
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Notice of Annual General Meeting of Shareholders
To be Held on Tuesday, June 21, 2022
Dear Global-E Online Ltd. Shareholders:
We cordially invite you to attend the Annual General Meeting of shareholders (the “Meeting”)
of Global-E Online Ltd. (the “Company”), to be held on Tuesday, June 21, 2022 at 4:00 p.m. (Israel time), at our headquarters at 9 HaPsagot, Petah-Tikva, 4951041, Israel (the telephone
number at that address is + 972-732605078).
The following matters are on the agenda for the Meeting (collectively, the “Proposals”):
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(1)
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to re-elect each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi as Class I directors, to hold office until the close of the Company’s annual general meeting of shareholders in
2025, and until their respective successors are duly elected and qualified; and
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(2)
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to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public
accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to
such auditors.
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In addition to considering and voting on the foregoing Proposals, members of the Company’s management will be available at the Meeting
to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2021.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of market on May 12,
2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
You can vote your ordinary shares of the Company by attending the Meeting or by completing and signing the proxy card to be distributed
with the proxy statement. If you hold ordinary shares of the Company through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of market on May 12, 2022, or which appears in the
participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank,
broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your ordinary shares of the Company in “street name,” you
must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares of the Company at the Meeting (or to appoint a proxy to do so).
Our board of directors recommends that you vote “FOR” each of the above Proposals, which are
described in the proxy statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of the
Company’s ordinary shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and
place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares of the Company) will constitute a
quorum.
The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999,
is May 24, 2022. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission, or the SEC, under
cover of Form 6-K. Shareholders are also able to review the proxy statement at the “Investor Relations” portion of our website https://investors.global-e.com or at our headquarters at 9 HaPsagot, Petah-Tikva,
4951041, Israel, upon prior notice and during regular working hours (telephone number: +972-73-2605078) until the date of the Meeting.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares of the Company be represented and voted at the
Meeting. Accordingly, after reading the Notice of Annual General Meeting of Shareholders and the Proxy Statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the
instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. EDT on June 20, 2022 to be validly included in the tally of ordinary shares of the Company voted at the Meeting. Detailed proxy voting
instructions will be provided both in the proxy statement and in the proxy card.
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By Order of the Board of Directors,
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Amir Schlachet
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Chairperson of the Board of Directors
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Proxy Statement
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Annual General Meeting of Shareholders
To Be Held on Tuesday, June 21, 2022
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of Global-E Online Ltd. (the “Company” or “Global-E”) to be voted
at an Annual General Meeting of Shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders.
The Meeting will be held on Tuesday, June 21, 2022, at 4:00 p.m. (Israel time), at our headquarters at 9 HaPsagot, Petah-Tikva, 4951041, Israel.
This proxy statement, the attached Notice of Annual General Meeting of Shareholders and the enclosed proxy card or voting instruction
form are being made available to holders of the Company’s ordinary shares, beginning May 17, 2022.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of market on May 12,
2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares of the Company
by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your ordinary shares of the Company so that they will be counted at the Meeting or at any
postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting (collectively, the “Proposals”):
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(1)
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to re-elect each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi as Class I directors, to hold office until the close of the Company’s annual general meeting of shareholders in
2025, and until their respective successors are duly elected and qualified; and
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(2)
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to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public
accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to
such auditors.
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In addition to considering and voting on the foregoing Proposals, members of the Company’s management will be available at the Meeting
to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2021.
We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the
persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board.
Board Recommendation
Our Board unanimously recommends that you vote “FOR” each of the above Proposals.
Quorum and Adjournment
On May 12, 2022, we had a total of 156,469,520 ordinary shares issued and outstanding. Each ordinary share outstanding as of the close
of market on May 12, 2022, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our Amended and Restated Articles of Association (the “Articles of Association”),
the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold ordinary shares representing at least 25% of our voting power. If such quorum is not present within
half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more
shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares of the Company) will constitute a quorum.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a
bank, broker or other holder of record holding Shares for a beneficial owner attends the Meeting but does not vote on a particular Proposal because that holder does not have discretionary voting power for that particular item and has not received
instructions from the beneficial owner. Brokers that hold ordinary shares of the Company in “street name” for clients (as described below) typically have authority to vote on “routine” Proposals even when they have not received instructions from
beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal No. 2 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;
however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “Companies Law”),
rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares of the Company through a bank or broker to instruct its bank or broker how to vote its ordinary shares of
the Company, if the shareholder wants its ordinary shares of the Company to count for the Proposals.
Vote Required for Approval of Each of the Proposals
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to
approve each of the Proposals.
Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote.
Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
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How You Can Vote
You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You
may vote in any of the manners below:
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By Internet-If you are a
shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the
on-screen prompts. If you hold shares in “street name,” and if the brokerage firm, bank or other similar nominee that holds your shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in
order to submit your proxy over the Internet;
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By telephone-If you are a
shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold shares in
“street name,” and if the brokerage firm, bank or other similar organization that holds your shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by
telephone; or
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By mail-If you are a
shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing
in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold shares in “street name,” you have the right to
direct your brokerage firm, bank or other similar organization on how to vote your shares, and the brokerage firm, bank or other similar organization is required to vote your shares in accordance with your instructions. To provide
instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar
organization.
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Registered Holders
If you are a shareholder of record whose ordinary shares of the Company are registered directly in your name with our transfer agent,
American Stock Transfer & Trust Company, LLC., you can also vote your ordinary shares of the Company by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the
shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and
cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it
at our headquarters at 9 HaPsagot, Petah-Tikva, 4951041, Israel, or Broadridge Financial Solutions, Inc. receives it in the enclosed envelope no later than 11:59 p.m. EDT on June 20, 2022.
If you provide specific instructions (by marking a box) with regard to the Proposals, your ordinary shares of the Company will be voted
as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions your ordinary shares of the Company will be voted in favor of each Proposal in accordance with the recommendation of the Board.
The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Articles of Association.
Beneficial Owners
If you are a beneficial owner of ordinary shares of the Company held in a brokerage account or by a trustee or nominee, these proxy
materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee
how to vote, and you are also invited to attend the Meeting.
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Because a beneficial owner is not a shareholder of record, you may not vote those ordinary shares of the Company directly at the Meeting
unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your ordinary shares of the Company, giving you the right to vote the ordinary shares of the Company at the Meeting. Your broker, trustee or nominee has enclosed or
provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares of the Company.
Who Can Vote
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of market on May 12,
2022, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
Revocation of Proxies
Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof
by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds shares in “street name” should follow the directions of, or contact, the bank, broker or
nominee if he, she or it desires to revoke or modify previously submitted voting instructions.
Solicitation of Proxies
Proxies are being distributed to shareholders on or about May 17, 2022. Certain officers, directors, employees and agents of the Company
may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for
forwarding material to beneficial owners of the Company’s ordinary shares.
Voting Results
The final voting results will be tallied by the Company based on the information provided by Broadridge Financial Solutions, Inc. or
otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission, or the SEC.
Availability of Proxy Materials
Copies of the proxy card, the notice of the Meeting and this proxy statement are available at the “Investor
Relations” portion of our website, https://investors.global-e.com. The contents of that website are not a part of this proxy statement.
Assistance in Voting your Shares
If you have questions about how to vote your shares, you may contact Oded Griffel, General Counsel at +972-54-6331086.
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COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the annual compensation earned during 2021 by our five most highly compensated executive officers see Item
6.B. of our Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the SEC on March 28, 2022 (the “Annual Report”), a copy of which is available on our website at
https://investors.global-e.com.
CORPORATE GOVERNANCE
Overview
Global-E is committed to effective corporate governance and independent oversight by our Board. Our programs and policies are
informed by engagement with our shareholders as well as a guiding principle that the Board is accountable for representing the best interests of our shareholders, accomplished primarily through independence, diversity of experience and engagement
with shareholders and other key constituents.
Our Articles of Association provide that we may have no less than three and no more than eleven directors, as may be fixed from time
to time by the Board. Our Board currently consists of eight directors. Each of our current five non-executive directors is independent under Nasdaq corporate governance rules that require a majority of our directors to be independent.
Our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as
possible, of one-third of the total number of directors constituting the entire Board. At each annual general meeting of our shareholders, the term of office of only one class of directors expires. The election or re-election of such class of
directors is for a term of office that expires as of the date of the third annual general meeting following such election or re-election. Each director holds office until the annual general meeting of our shareholders in which his or her term
expires, unless he or she is removed by a vote of 70% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our Articles of
Association.
Mr. Amir Schlachet, our Co-Founder, has served as our Chief Executive Officer and as a member of our Board since 2013 and currently also serves as chairperson of our Board.
Under the Companies Law, the appointment of the chief executive officer as the chairperson of the board of directors of such public company is subject to shareholder approval, consisting of a majority vote of the shares present and voting at a
shareholders meeting and in addition, a special majority vote. During a special and annual general meeting of our shareholders held on March 21, 2021, the requisite majority of our shareholders approved the appointment of Amir Schlachet as our
Chairperson of our Board, in addition to his role as our Chief Executive Officer. According to the Companies Law and the regulations promulgated thereunder, such appointment is valid for an initial term of five years following the closing of our
initial public offering on May 14, 2021. Following the initial term, each renewal of the appointment of our Chief Executive Officer as Chairperson of the Board will be subject to shareholder approval as described above and will be limited to a
three-year term.
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Corporate Governance Practices
Below, we summarize the key governance practices and policies that our Board believes help advance our goals and protect the
interests of our shareholders, including:
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What we do
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Base a significant portion of the compensation opportunity on financial and share price performance
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Emphasize pay-for-performance - meaning the earning of annual bonuses are subject to the attainment of objective performance measurements
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Set annual incentive targets to our chief executive officer based on objective performance measures
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Offer equity and cash compensation which we believe incentivizes our executive officers to deliver both short-term and long-term shareholder value
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Maintain a majority independent Board
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Cap cash bonus payments and annual equity based compensation
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Maintain entirely independent Board committees
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Regularly review the executive compensation and peer group data
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Shareholder Engagement
We believe that effective corporate governance includes regular, constructive conversations with our shareholders, and we value our
shareholders’ continued feedback and opinions. All feedback is reviewed and implemented as appropriate for the Company’s strategy, business growth and maturity stage. We are committed to maintaining an active dialogue to understand the priorities and
concerns of our shareholders on the topics of executive compensation corporate governance policies and practices, and our environmental, social and governance program. Maintaining an active dialogue with our shareholders is consistent with our
corporate values of open communication and accountability, and we intend to continue these efforts in the future.
For more information regarding our Board, its committees and our corporate governance practices, see “Part I, Item 6.C. Board
Practices” of our Annual Report.
PROPOSAL 1
RE-ELECTION OF DIRECTORS
Background
Our Board currently has eight directors and is divided into three classes with staggered three-year terms as follows:
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the Class I directors are Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi, and their terms expire at the Meeting;
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the Class II directors are Nir Debbi and Anna Jain Bakst, and their terms expire at our annual meeting of shareholders to be held in 2023; and
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the Class III directors are Shahar Tamari, Thomas Studd and Tzvia Broida, and their terms expire at our annual meeting of shareholders to be held in 2024.
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At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of
office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.
At the Meeting, shareholders will be asked to re-elect each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi. Miguel Angel
Parra and Iris Epple-Righi each qualify as an independent director under the Nasdaq corporate governance rules. Iris Epple-Righi serves as the chairperson of the nominating, governance and sustainability committee and as a member of our audit
committee and our compensation committee. Iris Epple-Righi also qualifies as an independent director under the additional independence requirements of the rules of the SEC and of the corporate governance rules of Nasdaq relating to audit committee
and compensation committee membership.
If re-elected at the Meeting, each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi will serve until the 2025 annual
general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law.
In accordance with the Companies Law, each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi has certified to us that they
meet all the requirements of the Companies Law for election as a director of a public company, and possess the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company, taking into account the size and
special needs of the Company.
During 2021, each of the directors standing for re-election at the Meeting attended at least 90% of our Board and Board committee
meetings, as applicable.
The nominating and governance committee of our Board recommended that each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi
be re-elected at the Meeting as a Class I director for a term to expire at the 2025 annual general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our
Articles of Association or the Companies Law. Our Board approved this recommendation.
Biographical information concerning Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi is set forth below:
Amir Schlachet is
our Co-Founder and has served as our Chief Executive Officer since May 1, 2013. Mr. Schlachet has also served as a member of our board of directors since February 20, 2013. Prior to co-founding Global-e, Mr. Schlachet served as SVP and strategic
advisor to the chief executive officer of Bank Hapoalim, after serving several years as a management consultant with McKinsey & Company. Mr. Schlachet holds an M.B.A. from INSEAD, an M.Sc. in Electrical Engineering from Tel-Aviv University and
a B.Sc. in Mathematics, Physics and Computer Science from the Hebrew University of Jerusalem.
Miguel Angel Parra has served as a member of our board of directors since January 1, 2020. Mr. Parra currently serves as the Chief Executive Officer of DHL
Express Americas since 2014, prior to which he served in numerous management positions, since 1997. Prior to that, from 1986 to 1997, Mr. Parra served as a general manager of TNT Express Worldwide. Mr. Parra holds an associate’s degree in Business
from Miami-Dade Community College and is a graduate of the Advanced Management Program of Fuqua School of Business Duke University.
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Iris Epple-Righi has served as a member of our board of directors since May 14, 2021. Ms. Epple-Righi has served on the board of directors and as a member of the working
committee of Hugo Boss since 2020. From 2016 to 2019, Ms. Epple-Righi served as Chief Executive Officer of Escada SE. Before that, Ms. Epple-Righi served in various positions in Calvin Klein from 2013 to 2016 and Tommy Hilfiger from 2003 to 2013.
Ms. Epple-Righi received an M.B.A from the University of Tübingen.
Proposal
It is proposed that the following resolutions be adopted at the Meeting:
“RESOLVED, to approve that each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi
be re-elected as Class I directors, to serve until the 2025 annual meeting of shareholders and until their successor has been duly elected and qualified, or until their office is vacated in accordance with the Company’s Articles of Association or
the Companies Law.”
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board recommends a vote “FOR” the re-election of each of Amir Schlachet, Miguel Angel Parra and Iris
Epple-Righi as a Class I director for a term to expire at the 2025 annual general meeting.
PROPOSAL 2
RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION
Background
The audit committee of the Board and the Board have approved the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst
& Young Global, as our independent registered public accountants for the year ending December 31, 2022, subject to the approval of our shareholders.
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The following table sets forth the total compensation that was paid by the Company and its subsidiaries to the Company’s independent
auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in each of the previous two fiscal years:
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2020
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2021
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(in thousands)
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Audit fees(1)
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$
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303
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$
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1,300
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Audit-related fees(2)
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$
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510
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Tax fees(3)
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$
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12
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$
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30
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All Other Fees(4)
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-
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Total
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$
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315
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$
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1,840
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(1)
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“Audit fees” for the years ended December 31, 2020 and 2021 include fees for the audit of our annual financial statements. This category also
includes services that the independent accountant generally provides, such as consents and assistance with and review of documents filed with the SEC.
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“Audit-related fees” for the years ended December 31, 2020 and 2021 relate to services in connection with our IPO and our underwritten secondary
follow-on offering.
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“Tax fees” for the year ended December 31, 2020 and 2021 were related to ongoing tax advisory, tax compliance and tax planning services.
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“All other fees” in the years ended December 31, 2020 and 2021 related to services in connection with non-audit compliance and review work.
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The audit committee of the Board has adopted a pre-approval policy for the engagement of our independent accountant to perform certain
audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in
the categories of audit services, audit-related services and tax services that may be performed by our independent accountants. The audit committee of the Board pre-approved the audit services and the required non-audit services provided to us and to
our subsidiaries since our pre-approval policy was adopted.
Proposal
It is proposed that the following resolution be adopted at the Meeting:
RESOLVED, to approve the
re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the next
annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board recommends a vote “FOR” the ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a
member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2022.
9
PRESENTATION AND DISCUSSION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
In addition to considering the foregoing agenda items at the Meeting, we will also present our audited consolidated financial statements
for the fiscal year ended December 31, 2021. A copy of the Annual Report, including the audited consolidated financial statements for the year ended December 31, 2021, is available for viewing and downloading on the SEC’s website at www.sec.gov as
well as on the “Investor Relations” section of our Company’s website at https://investors.global-e.com.
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If
any other matters do properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Company’s Articles of Association, it is intended that the persons named as proxies will vote, pursuant to their
discretionary authority, according to their best judgment in the interest of the Company.
ADDITIONAL INFORMATION
Our Annual Report filed with the SEC on March 28, 2022, is available for viewing and downloading on the SEC’s website at www.sec.gov as
well as under the Investor Relations section of the Company’s website at https://investors.global-e.com.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company
fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act
related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.
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By Order of the Board of Directors,
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Amir Schlachet
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Chairperson of the Board of Directors
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Dated: May 17, 2022
10
Exhibit 99.2
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GLOBAL-E ONLINE LTD.
9 HAPSAGOT STREET
PETAH-TIKVA 4951041, ISRAEL
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 20, 2022. Follow the instructions to obtain your records and to create
an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 20, 2022. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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D86859-P76281 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
GLOBAL-E ONLINE LTD.
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The Board of Directors recommends you vote FOR the following:
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1. |
To re-elect each of Amir Schlachet, Miguel Angel Parra and Iris Epple-Righi as Class I directors, to hold office until the close of
the Company’s annual general meeting of shareholders in 2025, and until their respective successors are duly elected and qualified.
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Nominees: |
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For | Against |
Abstain
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1a. |
Amir Schlachet | ☐ | ☐ |
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1b. |
Miguel Angel Parra | ☐ | ☐ |
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1c. |
Iris Epple-Righi
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☐ | ☐ |
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The Board of Directors recommends you vote FOR the following proposal:
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Abstain
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2. |
To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst
& Young Global, as the Company's independent registered public accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company's board of directors
(with power of delegation to its audit committee) to set the fees to be paid to such auditors.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com
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D86860-P76281
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GLOBAL-E ONLINE LTD.
Annual Meeting of Shareholders
To be held on June 21, 2022 4:00 PM
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Amir Schlachet, chief executive officer, and Oded Griffel, general counsel of the Company, or either of them, as
proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of all of the ordinary shares of GLOBAL-E ONLINE LTD. that the
Shareholders is/are entitled to vote at the Annual Meeting of Shareholders to be held at 4:00 PM, Israel Time on June 21, 2022, at the Company's headquarters 9 HaPsgot St., Building D, 3rd floor, Petah Tikva, Israel 4951041 and any
adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be
voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side