Ormat Technologies, Inc. (ORA) Earnings Call Transcript & Summary

Hello, and welcome to the Ormat Technologies Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good morning, everyone, and welcome to the Ormat Technologies 2024 Annual Meeting of Stockholders. I'm Isaac Angel, Chairman of the Board at Ormat Technologies and I'll be the Chair of today's meeting. In order to provide greater shareholder access and for the convenience of our shareholders, this virtual meeting conducted via live audio webcast. I now call this meeting to order. To begin, I will first ask our General Cancel and Corporate Secretary, Jessica Woelfel, to explain the mechanics of today's meeting. I will then introduce certain key participants who are attending this meeting, including members of our Board of Directors and management. Once introductions are complete, we will move to the proposals to be voted upon. There are 5 proposals to be voted on this annual meeting, each of which is described in the company's proxy statement. The election of directors, an advisory vote to approve executive compensation. The ratification of the appointment of Kesselman & Kesselman, a member firm of PwC International Limited, as the company's independent registered public accounting firm for the current fiscal year. An amendment to the company's Certificate of Incorporation and the amendment of the restatement of the company's 2018 incentive compensation plan. After voting has ended on these matters, we will open it up for any questions, followed by a preliminary report on the voting results. Jessica, will you review the mechanics for the meeting?

Thank you, Isaac. First, if you've not already voted your shares of if you previously voted and would like to change your vote, you may do so by clicking on the link to the proxy voting site located on the virtual meeting portal site. The polls for each matter opened at 10:00 a.m. Eastern Daylight Time this morning and will remain open until we conclude our presentation of the 5 matters to be voted upon at this meeting and announce that the polls are closed. The agenda and rules of contact for today's meeting are available on the virtual meeting portal. In order to conduct an orderly and productive meeting, we ask everybody to bid by these rules. We will conduct the formal part of the meeting first. And once the polls are closed and while the votes are being tabulated, we will answer any appropriate questions that are submitting from stockholders during the meeting. We will thereafter report the vote at the end of the meeting. You can submit questions by clicking on the messaging icon at the top of the left side of your screen, type your question into the text box, then click the send icon at the right of that text box. As stated in the rules, we ask that you submit no more than 1 question or comment relating to a given agenda item, and all questions or comments relating to the matters to be voted on during this meeting be submitted before those matters are presented. Isaac?

Thank you, Jessica. I would now like to introduce our directors, nominees who are present at today's meeting. Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley Stern, and Byron Wong. I would also like to take this opportunity to thank Hidetake Takahashi, who has tremendous service on our Board from 2020 through 2024. Also present today's meetings are Chief Executive Officer, Doron Blachar, our Chief Financial Officer, Assaf Ginzburg; our General Counsel and Chief Compliance Officer and Corporate Secretary, Jessica Woelfel. Eitan Glazer who is partner at Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited and other senior executives in the organization. American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as Inspector of Election. And Doron Blachar, Assaf Ginzburg, and Jessica Woelfel have been appointed proxies on behalf of the Board of Directors for today's annual meeting. I've been advised by the Corporate Secretary that the notice of this meeting were duly and properly given. Being mailed in accordance with the bylaws on March 27, 2024, and that the majority of the outstanding shares entitled to vote at this meeting are present in person, online or by proxy. Since a quorum is present, I declare this annual meeting of the shareholders of Ormat Technologies being duly convened. We will dispense with the reading of the minutes of the last annual meeting and proceed to the matters that we voted on. Jessica, I'd like to ask you to present the proposals and the Board of Directors' recommendations to the shareholders at this meeting.

Thank you, Isaac. The first matter we will vote on is the election of directors. This proposal requires the affirmative vote of the holders of a majority of the votes cast. The Board's nominees for election are Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley Stern, and Byron Wong. The Board recommends a vote for the election of each of these nominees. The second matter to be voted on is an advisory vote on executive compensation. This proposal requires the affirmative vote of the holders of the majority of votes cast. The Board recommends the vote for the approval of the advisory vote on executive compensation. Third matter to be voted on is shareholder ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the company's independent registered public accounting firm for the current fiscal year. This proposal requires a permitted vote of the holders of a majority of the votes cast. The Board recommends a vote for the ratification of the appointment of Kesselman & Kesselman. The fourth matter to be voted on is the amendment of the company's Certificate of Incorporation to allow for Officer Exculpation. This proposal requires the affirmative vote of the holders of a majority of outstanding shares. The Board recommends a vote or approval of this amendment. The fifth matter to be voted on is the amendment and restatement of the company's 2018 intrinsic compensation plan. This proposal requires to be affirmative vote of the holders of the majority of the votes cast. The Board recommends a vote for the approval of this amendment. We have now covered all proposals before the shareholders. Isaac?