Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2020, the Board of Directors, or the Board, of On Track
Innovations Ltd., or the Company, appointed Mr. Michael Shanahan, effective as
of January 23, 2020, as a director on the Board, to serve until the next general
meeting of shareholders of the Company at which directors are being elected or
as set forth in the Company's Articles of Association. As a director of the
Company, Mr. Shanahan will be entitled to the same cash and equity compensation
payable to the other non-executive directors of the Company, subject to the
approval of the Company's shareholders.
Mr. Shanahan, age 65, has served as owner and managing partner at Shanahan Law
Firm since 2006. From 1988 to 1998, Mr. Shanahan served as an associate and then
partner at the Seattle, Washington law firm, Bauer Moynihan & Johnson. From 1998
to 2003, Mr. Shanahan served as Vice President of administration and general
counsel for Western Pioneer, Inc., and from 2003 to 2006, as Vice President of
administration and general counsel for Blue North Fisheries, Inc., both
companies in the fishing industry. In addition, since 1997, Mr. Shanahan has
served as an adjunct professor at the Seattle University Law School. Mr.
Shanahan holds a J.D. from the Seattle University School of Law and a B.A. from
the University of Washington.
The appointment of Mr. Shanahan as a director of the Company was made pursuant
to the provisions of the share purchase agreement, or the Share Purchase
Agreement, dated December 23, 2019, by and among the Company, Jerry L. Ivy, Jr.
Descendants' Trust, or Ivy, Mr. William C. Anderson III and Mr. James Scott
Medford, relating to a private placement of an aggregate of up to 12,500,000
ordinary shares, the entry into which was reported on the Current Report on Form
8-K filed by the Company on December 26, 2019. Pursuant to the Share Purchase
Agreement, among other things, the Board agreed to appoint one representative to
the Board, designated by Ivy, and accordingly, appointed Mr. Shanahan, who is
Ivy's designee, as a director. Other than the understanding mentioned above, Mr.
Shanahan has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Shanahan does not
have a family relationship with any member of the Board or any executive officer
of the Company. It has not yet been determined if Mr. Shanahan will be appointed
to any committee.
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