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 (Date of earliest event reported): November 4, 2009
Ormat
Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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001-32347
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No. 88-0326081 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| Incorporation) |
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| 6225 Neil Road, Reno, Nevada
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89511-1136 |
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment of Yoram Bronicki’s Employment Agreement
On November 4, 2009, Ormat Technologies, Inc. (the “Company”) entered into an amendment to the
employment agreement (the “Agreement”) between the Company and Yoram Bronicki, President and Chief
Operating Officer of the Company. Pursuant to the amendment, Mr. Bronicki’s annual bonus will be
equal to 0.75% of the Company’s annual consolidated profits (after tax) above $2,000,000. In
calculating the Company’s annual consolidated profits (after tax), capital gains or losses from
dilution of investments in subsidiaries are disregarded. In no event, however, may the bonus
exceed six times Mr. Bronicki’s annual base salary. The amendment will be effective beginning with
the annual bonus payable in respect of the Company’s fiscal year 2009. In addition, the amendment
also provides that Israeli law will govern the terms of the Agreement and any amendments thereto.
The other material terms of the Agreement remain unchanged. A description of these terms is
contained under the heading “Executive Compensation — Our Group I Executives — Yoram Bronicki” in
the Company’s Proxy Statement for its 2009 Annual Meeting of Stockholders, which is incorporated by
reference herein.
The foregoing description of the amendment to the Agreement is qualified in its entirety by
reference to the amendment attached hereto as Exhibit 10.8.3 and incorporated by reference herein.
Nadav
Amir to Serve as Executive Vice President of Operations
On November 4, 2009, the Company appointed Nadav Amir, who has served as Executive Vice President
of Engineering of the Company since July 1, 2004, to the newly-created position of Executive Vice
President of Operations, effective immediately. Mr. Amir will report to Yoram Bronicki, President
and Chief Operating Officer of the Company, and will be responsible for the general direction of
the global operations of the Company’s business. Mr. Amir’s current compensation and benefits
package has not been changed. His former responsibilities as head of the engineering group will be
assumed by another Company officer.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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10.8.3 |
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Amendment to Employment Agreement of Yoram Bronicki, dated November 4, 2009, by and
between Ormat Technologies, Inc. and Yoram Bronicki. |
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