Item 2.02. Results of Operations and Financial Condition.
On February 25, 2020, Ormat Technologies, Inc. (the "Registrant" or the
"Company") reported its earnings for its first fiscal quarter and year ended
December 31, 2019. A copy of the Registrant's press release containing this
information is furnished as Exhibit 99.1 to this report on Form 8-K and is
incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities under that Section, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
The Registrant is making reference to non-GAAP financial measures in the press
release. A reconciliation of these non-GAAP financial measures to the comparable
GAAP financial measures is contained in the attached press release.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement of Current Chief Executive Officer
On February 24, 2020, Isaac Angel, Chief Executive Officer of the Company,
notified the Company of his decision to retire from his position as Chief
Executive Officer of the Company, effective July 1, 2020. The Company's Board of
Directors (the "Board") intends that Mr. Angel will join the Board as a director
before his retirement as Chief Executive Officer. Mr. Angel will also remain
employed at the Company through December 31, 2020 in order to assist with the
transition. The Company has determined that Mr. Angel would not be entitled to
compensation for his service as a Board member until the termination of his
employment with the Company, and that his service as a non-executive member of
the Board following such termination would be deemed to satisfy the service
vesting requirements under his outstanding equity awards. Mr. Angel will not be
eligible to receive equity awards for his service as a member of the Board until
his outstanding equity awards are fully vested.
Appointment of Chief Executive Officer
On February 25, 2020, Doron Blachar, President and Chief Financial Officer of
the Company, was appointed to serve as the Company's Chief Executive Officer,
effective July 1, 2020. Mr. Blachar will remain the President and Chief
Financial Officer of the Company until May 10, 2020, at which point he will act
as the Company's President until assuming the role of Chief Executive Officer on
July 1, 2020.
Mr. Blachar, 52, has served as the Company's Chief Financial Officer since April
2013. From 2011 to 2013, Mr. Blachar served as a director of A.D.O. Group Ltd.,
a TASE-listed company. From 2009 to 2013, Mr. Blachar was the Chief Financial
Officer of Shikun & Binui Ltd. From 2005 to 2009, Mr. Blachar served as Vice
President-Finance of Teva Pharmaceutical Industries Ltd. From 1998 to 2005, Mr.
Blachar served in a number of positions at Amdocs Limited, including as Vice
President-Finance from 2002 to 2005. Mr. Blachar earned a BA in Accounting and
Economics and an MBA from Tel Aviv University. He is also a Certified Public
Accountant in Israel.
The Company intends to finalize compensation arrangements for Mr. Blachar prior
to him assuming the role of Chief Executive Officer. The Company will disclose
such arrangements once completed.
Appointment of Chief Financial Officer
On February 25, 2020, Assaf Ginzburg was appointed to serve as the Company's
Chief Financial Officer, effective May 10, 2020.
Mr. Ginzburg, 44, has served as Chief Financial Officer of Delek US Holdings,
Inc. (NYSE: DK) since March 2019, as an Executive Vice President of Delek since
May 2009 and as a Vice President since February 2005. Previously, Mr. Ginzburg
served as Delek's Chief Financial Officer from January 2013 to June 2017. Since
April 2012, Mr. Ginzburg served as an Executive Vice President of Delek
Logistics GP, LLC, the general partner of Delek Logistic Partners, LP (the
"General Partner") and as a member of the board of directors of the General
Partner. From January 2013 to June 2017, Mr. Ginzburg served as the Chief
Financial Officer of the General Partner. Mr. Ginzburg also served as a member
of the board of directors of Alon USA Energy, Inc. from May 2015 until its
merger with a subsidiary of Delek in July 2017. Mr. Ginzburg has been a member
of the Israel Institute of Certified Public Accountants since 2001.
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The Company intends to finalize compensation arrangements for Mr. Ginzburg prior
to him commencing the role of Chief Financial Officer. The Company will disclose
compensation arrangements with Mr. Ginzburg once completed.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of Document
99.1 Press Release dated February 25, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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