UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 10, 2010 (May 5, 2010)
 
 
Ampal-American Israel Corporation
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation)
0-538
(Commission File Number)
13-0435685
(IRS Employer
Identification No.)
555 Madison Avenue
New York, NY, USA
(Address of principal executive offices)
 
 
10022
(Zip Code)
(866) 447-8636
(Registrant’s telephone number, including area code)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(d)           On May 5, 2010, the board of directors (the “Board”) of Ampal-American Israel Corporation (the “Company”) after the 2010 Annual Meeting of Shareholders, in accordance with the authority granted to the Board in the Company’s Bylaws, voted to increase the size of the Board to twelve members and elected Sabih Saylan and Irit Eluz as directors to fill the newly-created vacancies.  Each of Mr. Saylan and Ms. Eluz will serve until the 2011 Annual Meeting of Shareholders and until their respective successors are duly appointed and qualified.  Neither Mr. Saylan nor Ms. Eluz have been appointed to any committees of the Board.

Mr. Saylan did not receive any compensation upon his appointment to the Board, but he is entitled to receive $2,000 for each Board meeting attended, which is the same amount that is paid to other directors of the Company for attending Board meetings.  As a director of the Company, Mr. Saylan is eligible to receive option, equity and other awards under the Company’s incentive plans, as may be granted by the Company from time to time.  For a further description of the compensation the Company pays its directors, please see the section entitled “Q: What type of compensation do directors receive?” in the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 31, 2010 (the “Proxy Statement”).  At this time, the Company has not granted any option, equity or other awards to Mr. Saylan.

Mr. Saylan has been a Senior Vice President of Merhav (M.N.F.) Ltd. (“Merhav”) since 2006 and a Vice President of Merhav since 1997.  Merhav is one of the largest international project development companies based in Israel and a member of the controlling shareholder group of the Company.

Ms. Eluz did not receive any compensation upon her appointment to the Board and, at this time, will not receive any additional compensation for attending Board meetings.  Ms. Eluz is also the Chief Financial Officer, Senior Vice President – Finance and Treasurer of the Company.  Ms. Eluz’s compensation arrangements for serving as an executive officer of the Company are described in the section entitled “Q: How are the Company’s executives compensated?” in the Company’s Proxy Statement.  At this time, it is not contemplated that Ms. Eluz will receive any additional compensation for serving as a director of the Company.
 
Item 5.07
Submission of Matters to a Vote of Security Holders .
 
On May 5, 2010, the Company held its 2010 Annual Meeting of Shareholders.  The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies.  The proposals are described in detail in the Company’s Proxy Statement.  The voting results are as follows:
 
 
2
 
 
1. Proposal  for the Election of Directors

The following individuals were elected to serve as directors of the Company to hold office until the 2011 Annual Meeting of Shareholders and their respective successors are duly elected and qualified:
 
Name
 
FOR
 
WITHHELD
Yosef A. Maiman
 
34,309,394
 
769,584
Leo Malamud
 
34,716,637
 
362,341
Dr. Joseph Yerushalmi
 
34,239,651
 
839,327
Dr. Nimrod Novik
 
34,716,862
 
362,116
Yehuda Karni
 
34,951,556
 
127,422
Menahem Morag
 
34,951,791
 
127,181
Daniel Vaknin
 
34,951,522
 
127,456
Joseph Geva
 
34,303,709
 
775,269
Erez I. Meltzer
 
34,309,469
 
769,509
Gideon Weinstein
 
34,715,487
 
363,491
 
There were 8,179,961 broker non-votes with respect to the election of directors.

2. Proposal for the 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 Fiscal Year Ending December 31, 2010.

The shareholders ratified the appointment of Kesselman & Kesselman, A Member Firm of Pricewaterhousecoopers International Limited (“Kesselman”) to serve as the Company's independent registered public accounting firm for fiscal year ending December 31, 2010.

FOR
   
AGAINST
   
ABSTAIN
 
43,070,067     80,046     108,826  

There were no broker non-votes with respect to the appointment of Kesselman to serve as the Company’s independent accounting firm.

 
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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 hereunto duly authorized.
 
 
AMPAL-AMERICAN ISRAEL CORPORATION
 
       
       
Date: May 10, 2010
By:
/s/ Yoram Firon  
  Name:
Yoram Firon
 
  Title: 
Vice President - Investments and
Corporate Affairs
 

 
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