Orbotech and Ion Asset Management announced that they have reached a mutual agreement under which Orbotech has agreed to call an Extraordinary General Meeting of shareholders not later than August 15 to allow its shareholders to consider a proposal to declassify the Orbotech Board of Directors. The Orbotech Board and Ion have each agreed to support this declassification proposal. Orbotech has also agreed to review its capital allocation policy and make public such policy no later than August 24, 2014, including with reference to both dividend payments and share repurchases, and to make public any future amendments to the policy. Subject to the terms and conditions of the agreement, Orbotech and Ion have agreed that two new individuals will be identified and selected jointly by Orbotech and Ion to be appointed to the Orbotech Board of Directors. The first new director is expected to be appointed to the Orbotech Board prior to September 15, 2014, and the second new director is expected to be appointed prior to December 31. If by November 1 there is not a vacancy on the Orbotech Board to permit the appointment of the second new director by December 31, the Orbotech Board will cause the company to take appropriate actions to facilitate the appointment of the second new director with effect by December 31. The new directors will have a term until Orbotech’s 2015 Annual General Meeting of shareholders.
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