UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November 2023
Commission File Number: 001-40310
Innoviz Technologies Ltd.
(Translation of registrant’s name into English)
Innoviz Technologies Campus
5 Uri Ariav Street, Bldg. C
Nitzba 300, Rosh HaAin, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A
Explanatory Note
Innoviz Technologies Ltd. (the “Company”) hereby furnishes the following Notice with respect to the Company’s Annual General Meeting of Shareholders to be held on December 12, 2023.
This Report and related exhibits are incorporated by reference into the Company’s registration statements on Form F-3
(File Nos. 333-265170 and 333-267646) and Form S-8 (File Nos. 333-255511, 333-265169 and 333-270416), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed
or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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INNOVIZ TECHNOLOGIES LTD.
By: /s/ Eldar Cegla
Name: Eldar Cegla
Title: Chief Financial Officer
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Date: November 1, 2023
Exhibit Index
Exhibit 99.1
INNOVIZ TECHNOLOGIES LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the annual general meeting of shareholders (the “Meeting”) of Innoviz Technologies Ltd. (the “Company”) will be held on December 12,
2023, at 4:00 p.m. Israel time (9:00 a.m. Eastern time), at the Company’s offices, located at Innoviz Technologies Campus, 5 Uri Ariav St., Bldg. C, Nitzba 300, Rosh Ha’Ain 4809202, Israel.
The agenda of the Meeting shall be as follows:
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1. |
Re-election of each of Amichai Steimberg and Omer Keilaf, and the election of Alexander von Witzleben, as Class III directors of the Company to hold office until the close of the annual general meeting of the Company in 2026, and until
their respective successors are duly elected and qualified;
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2. |
Approval of an amendment to the compensation of the Chairperson of the Board of Directors of the Company (the “Board”); and
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3. |
Approval of the appointment and compensation of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the independent auditors of the Company for the period ending at the close of the next annual general
meeting.
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In addition to considering the foregoing proposals, the Company’s shareholders will be requested to consider at the Meeting the Company’s audited consolidated financial
statements for the year ended December 31, 2022.
We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting, the persons named as
proxies may vote in respect thereof in accordance with their best judgment.
You are entitled to vote at the Meeting if you are a shareholder of record as of the close of business on November 6, 2023. You are also entitled to vote at the Meeting if you
hold our ordinary shares through a bank, broker or other nominee that is one of our shareholders of record as of the close of business on November 6, 2023, or that appears in the participant listing of a securities depository on such date.
You can vote your ordinary shares by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold ordinary shares
through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of business on November 6, 2023, or which appears in the participant listing of a securities depository on that date, you must
follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. If you hold your ordinary
shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares at the Meeting (or to appoint a proxy to do so). Please be certain to have your control number from your
voting instruction form ready for use in providing your voting instructions.
The Company’s Board of Directors recommends that you vote FOR each of the above proposals, which will be described in the Proxy Statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of the Company constitutes a quorum for purposes
of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). If such quorum
is not present within half an hour from the time scheduled for the adjourned meeting, then at such adjourned meeting, the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their
ordinary shares) will constitute a quorum.
Each ordinary share is entitled to one vote upon each of the proposals to be presented at the Meeting. The affirmative vote of the holders of a majority of the voting power
represented and voting on each of the proposals in person or by proxy is required to approve each of the proposals.
This notice is being sent to shareholders of record, in accordance with the requirements of the Israeli Companies Regulations (Notice of Meeting of Shareholders and Meeting of
Class of Shareholders of a Public Company), 5760-2000, and our Amended and Restated Articles of Association. The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israel Companies Law, 5759-1999, is
November 8, 2023. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card will be distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission under cover of Form
6-K. Shareholders will also be able to review the proxy statement at the “Investors” portion of our website, https://ir.innoviz.tech/ or at our principal executive offices at Innoviz Technologies
Campus, 5 Uri Ariav St., Bldg. C, Nitzba 300, Rosh Ha’Ain, 4809202, Israel, upon prior notice and during regular working hours (telephone number: +972-74-700-3699) until the date of the Meeting.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading this notice of the
annual general meeting of shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. If voting by mail,
the proxy card must be received by Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717 or at our registered office no later than 11:59 p.m. Eastern Time on December 11, 2023 to be validly included in the
tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions will be provided both in the proxy statement and in the proxy card.
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By the Order of the Board of Directors,
/s/ Amichai Steimberg
Amichai Steimberg
Chairperson of the Board of Directors
November 1, 2023
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