Nov 3, 2022

10/31 10/31 11/03/2022 | 05:50pm EDT Message : Dear Wix.com Ltd. Shareholders: We cordially invite you to attend the Annual General Meeting of Shareholders of Wix.com Ltd. (the "Meeting"), to be held on December 19, 2022 at 1:30 p.m. (Israel time), at our principal executive offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024. At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our Board of Directors recommends that you vote FOR each of the Proposals listed in the Notice. Only shareholders of record at the close of business on November 9, 2022 are entitled to notice of and to vote at 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 the enclosed Notice of Annual General Meeting of Shareholders and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. We look forward to greeting as many of you as can attend the Meeting. Sincerely, Notice of Annual General Meeting of Shareholders To be Held on December 19, 2022 Dear Wix.com Ltd. Shareholders: We cordially invite you to attend the Annual General Meeting of Shareholders (the "Meeting") of Wix.com Ltd. (the "Company"), to be held on December 19, 2022 at 1:30 p.m. (Israel time), at our principal executive offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 (telephone number is +972-3-545-4900). The following matters are on the agenda for the Meeting: (1) to re-elect Avishai Abrahami, Diane Greene and Mark Tluszcz as Class III directors, to serve until the Company's annual general meeting of shareholders in 2025, and until their respective successors are duly elected and qualified; (2) to amend and readopt compensation policies for the Company's executives and directors, as required under Israeli law; (3) to amend and readopt the compensation arrangement of the Company's non-executive directors, as required under Israeli law; (4) to approve the offer to exchange certain options held by non-director and non-executive employees of the Company and its subsidiaries; and (5) to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors (with power of delegation to its Audit Committee) to set the fees to be paid to such auditors. In addition to considering the foregoing Proposals, when Proposal 5 is raised, the Company's shareholders will have the opportunity to hear from representatives of the Company's management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2021. You are entitled to vote at the Meeting if you are a shareholder of record at the close of business on November 9, 2022. You are also entitled to vote at the Meeting if you hold ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on November 9, 2022, or which appears in the participant listing of a securities depository on that 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 9, 2022, 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. Our Board of Directors recommends that you vote FOR each of the above Proposals, which are 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's ordinary shares 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 in person or by proxy is required to approve each of Proposals 1, 2, 3, 4 and 5. In addition, a special majority vote will be required for the approval of Proposal 2. In order to approve Proposal 2, the affirmative vote of the ordinary shares must either include a majority of the ordinary shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the Proposal, not taking into consideration abstentions, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the Proposal must not represent more than two percent of our outstanding ordinary shares. 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 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 10, 2022. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission under cover of Form 6-K. Shareholders are also able to review the proxy statement at the "Investor Relations" portion of our website, https://investors.wix.com/ or at our principal executive offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 upon prior notice and during regular working hours (telephone number: +972-3-545-4900) 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 the Notice of 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 our transfer agent or at our principal executive offices, at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 in either case, no later than 11:59 p.m. EDT on December 18, 2022 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. By Order of the Board of Directors, Mark Tluszcz To Be Held on December 19, 2022 This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of Wix.com Ltd. (the "Company" or "Wix") to be voted at an Annual General Meeting of Shareholders (the "Meeting"), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on December 19, 2022 at 1:30 p.m. (Israel time), at our principal executive offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024. This proxy statement, the attached Notice of Annual General Meeting of Shareholders and the enclosed proxy card or voting instruction form are being made available to holders of Wix ordinary shares, beginning November 3, 2022. You are entitled to vote at the Meeting if you are a shareholder of record at the close of business on November 9, 2022. You are also entitled to vote at the Meeting if you hold ordinary shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on November 9, 2022, or which appears in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under "How You Can Vote" below. Our Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting. Agenda Items (1) to re-elect Avishai Abrahami, Diane Greene and Mark Tluszcz as Class III directors, to serve until the Company's annual general meeting of shareholders in 2025, and until their respective successors are duly elected and qualified; (2) to amend and readopt compensation policies for the Company's executives and directors, as required under Israeli law; (3) to amend and readopt the compensation arrangement of the Company's non-executive directors, as required under Israeli law; (4) to approve the offer to exchange certain options held by non-director and non- executive employees of the Company and its subsidiaries; and (5) to ratify the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors (with power of delegation to its Audit Committee) to set the fees to be paid to such auditors. In addition to considering the foregoing Proposals, when Proposal 5 is raised, the Company's shareholders will have the opportunity to hear from representatives of the Company's management, who will be available at the Meeting to review and discuss with shareholders the consolidated financial statements of the Company for the year ended December 31, 2021. We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board. Board Recommendation Quorum and Adjournment On October 28, 2022, we had a total of 58,786,662 ordinary shares outstanding. Each ordinary share outstanding as of the close of business on November 9, 2022, the record date, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our Articles of Association, the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they jointly hold ordinary shares representing at least 25% of our voting power. 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. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker or other holder of record holding ordinary shares for a beneficial owner attends the Meeting but does not vote on a particular Proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold ordinary shares in "street name" for clients (as described below) typically have authority to vote on "routine" Proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal 5 relating to the reappointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the "Companies Law"), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its ordinary shares, if the shareholder wants its ordinary shares to count for the Proposals. The Board shall have the authority at any time to cancel or adjourn the Meeting for a period of up to 21 days from the date of the Meeting and/or to remove one or more items from the agenda of the Meeting. Vote Required for Approval of Each of the Proposals The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of Proposals 1, 2, 3, 4 and 5. In addition, a special majority vote will be required for the approval of Proposal 2. In order to approve Proposal 2, the affirmative vote of the ordinary shares must either include a majority of the ordinary shares voted by shareholders who are not controlling shareholders and do not have a personal interest in the Proposal, not taking into consideration abstentions, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the Proposal must not represent more than two percent of our outstanding ordinary shares. In the enclosed form of proxy card or voting instruction form you will be requested to indicate whether or not you are a controlling shareholders or have a personal interest with respect to Proposal 2. In order to provide for proper counting of shareholder votes, if you have not confirmed that you are not a controlling shareholder and do not have a personal interest with respect to Proposal 2 by marking "YES" on the proxy card or voting instruction form (or in your electronic submission), your vote will not be counted for purposes of the special majority. Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote "FOR" or "AGAINST" a matter. 2 Registered Holders If you are a shareholder of record whose ordinary shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC of New York, New York, you can vote your ordinary shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card unless we receive it at our principal executive offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 or our registrar and transfer agent receives it, in either case, no later than 11:59 p.m. EDT on December 18, 2022. If you provide specific instructions (by marking a box) with regard to the Proposals, your ordinary shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions your ordinary shares will be voted in favor of each Proposal in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 39 of the Company's Articles of Association. Beneficial Owners If you are a beneficial owner of the ordinary shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting. Because a beneficial owner is not a shareholder of record, you may not vote those ordinary shares directly at the Meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your ordinary shares, giving you the right to vote the ordinary shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares. Who Can Vote You are entitled to be notified about the Meeting and to vote at the Meeting if you are a shareholder of record at the close of business on November 9, 2022. You are also entitled to be notified about the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on November 9, 2022, or which appear in the participant listing of a securities depository on that date. Revocation of Proxies A shareholder of record may revoke a proxy in one of the following ways: (i) by written notice delivered to us at our offices at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 Attn: Naama Kaenan, Corporate Secretary, at least two hours prior to the time of the Meeting canceling the proxy; (ii) by written notice of the revocation of the proxy delivered at the Meeting to the Chair of the Meeting; (iii) by signing and returning a proxy card with a later date, provided that the later proxy is received by the Company at our principal executive offices, at the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024 or our registrar and transfer agent receives it, in either case, no later than 11:59 p.m. EDT on December 18, 2022, or (iv) by attending and voting in person at the Meeting. Attendance at the Meeting will not by itself constitute revocation of a proxy. If you hold ordinary shares through a bank, broker or other nominee, you must contact that firm to revoke any prior voting instructions. 3 Solicitation of Proxies Proxies are being distributed to shareholders beginning November 14, 2022. Certain officers, directors, employees and agents of Wix, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares. Voting Results The final voting results will be tallied by the Company's Corporate Secretary based on the information provided by the Company's transfer agent or otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission (the "SEC"). Availability of Proxy Materials Copies of the proxy card, the notice of the Meeting and this proxy statement are available at the "Investor Relations" portion of our website, https://investors.wix.com/ . The contents of that website are not a part of this proxy statement. Assistance in Voting your Shares Your vote is important! If you have questions about how to vote your ordinary shares, please call our proxy solicitor, Morrow Sodali, TOLL-FREE, at 1 (800) 662-5200 (from the U.S. and Canada OR at +1 (203) 561-6945 (from other locations). Questions can also be emailed to WIX@investor.morrowsodali.com. 4 CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number of ordinary shares beneficially owned, directly or indirectly, by (i) each person known by us to be the owner of more than 5% of our outstanding ordinary shares, based on public filings or information provided by us and (ii) all of our directors and executive officers as a group, as of October 28, 2022. Except as otherwise set forth below, the street address of the beneficial owners is c/o Wix.com Ltd., the Wix Campus, Building B, 5th Floor, Tel Aviv, Israel, 6936024. Name of Beneficial Owner (1) Beneficial ownership is determined in accordance with SEC rules. Under SEC rules, a person is deemed to be a 'beneficial' owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Accordingly, ordinary shares subject to options currently exercisable or exercisable within 60 days of the date of this table and restricted share units ("RSUs") that are subject to vesting conditions expected to occur within 60 days of the date of this table, are deemed to be beneficially owned. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. (2) The percentages shown are based on 58,786,662 ordinary shares outstanding as of October 28, 2022. Ordinary shares subject to options currently exercisable or exercisable within 60 days of the date of this table and RSUs that are subject to vesting conditions expected to occur within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. (3) Consists of (i) 1,884,593 ordinary shares directly or beneficially owned by Wix's directors and executive officers, (ii) 2,094,775 ordinary shares underlying options beneficially owned by Wix's directors and executive officers that are currently exercisable or exercisable within 60 days of the date of this table and (iii) 16,983 ordinary shares underlying RSUs beneficially owned by Wix's directors and executive officers that are subject to vesting conditions expected to occur within 60 days of the date of this table. Our non-director executive officers as of October 28, 2022 are Nir Zohar, Lior Shemesh, Omer Shai, Yaniv Even Haim, and Shelly Meyer. (4) This information is based upon a Schedule 13G/A filed by Baillie Gifford & Co, or BGC, with the SEC on June 7, 2022. The address of BGC is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK. Pursuant to the Schedule 13G/A, BGC has sole voting power over 5,374,341 ordinary shares and sole dispositive power over 7,245,476 ordinary shares. Securities reported on the Schedule 13G/A are beneficially owned by BGC and are held by BGC and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies, employee benefit plans, pension funds or other institutional clients. Securities representing more than 5% of the class are held on behalf of Vanguard International Growth Fund, a US registered investment company sub-advised by Baillie Gifford Overseas Limited. 5 (5) This information is based upon a Schedule 13D filed by Starboard Value LP with the SEC on September 16, 2022. According to this Schedule 13D, Starboard Value LP, as the investment manager of Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master "), and a certain managed account, (the "Starboard Value LP Account") , may be deemed the beneficial owner of (i) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account. Jeffrey C. Smith and Peter A. Feld, as members of the management committee of the general partner of Starboard Value LP, may each be deemed to share beneficial ownership of the securities beneficially owned by Starboard Value LP. The address of each of the entities listed in this footnote is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, 10th Floor, Fort Lauderdale, Florida 33301. (6) This information is based upon a Schedule 13G filed by FMR LLC with the SEC on February 9, 2022. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210. Pursuant to the Schedule 13G, FMR has sole voting power over 302,468 ordinary shares and sole dispositive power over 4,504,284 ordinary shares. (7) This information is based upon a Schedule 13G/A filed by BlackRock, Inc., or BlackRock, with the SEC on March 11, 2022. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. Pursuant to the Schedule 13G/A, BlackRock has sole voting power over 3,836,208 ordinary shares and sole dispositive power over 4,290,479 ordinary shares. (8) This information is based upon a Schedule 13G filed by Flossbach von Storch AG, or Flossbach, with the SEC on February 10, 2022. The address of Flossbach is Ottoplatz 1 50679 Cologne, Germany. Pursuant to the Schedule 13G, Flossbach has shared voting power over 3,919,194 ordinary shares, sole dispositive power over 149,338 ordinary shares, and shared dispositive power over 3,919,194 ordinary shares. Securities reported on the Schedule 13G are beneficially owned by Flossbach and are held by Flossbach and/or Flossbach von Storch Invest S.A. COMPENSATION OF EXECUTIVE OFFICERS For information concerning the annual compensation earned during 2021 by our five most highly compensated executive officers, see Item 6.B. of our Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 1, 2022, a copy of which is available on our website at https://investors.wix.com/ . SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This proxy statement contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements may include projections regarding our future performance, including, but not limited to revenue, bookings and free cash flow, and may be identified by words like "anticipate," "assume," "believe," "aim," "forecast," "indication," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "outlook," "future," "will," "seek" and similar terms or phrases. 6 The forward-looking statements contained in this document are based on management's current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among others, our expectation that we will be able to attract and retain registered users and generate new premium subscriptions; our expectation that we will be able to increase the revenue we derive from the sale of premium subscriptions and business solutions through our partners; our expectation that new products and developments, as well as third-party products we will offer in the future within our platform, will receive customer acceptance and satisfaction, including the growth in market adoption of our online commerce solutions; our assumption that historical user behavior can be extrapolated to predict future user behavior; our expectations regarding execution of our multi-year strategic plan and cost reduction plan; our prediction of the future revenues generated by our user cohorts and our ability to maintain and increase such revenue growth; our expectation to maintain and enhance our brand and reputation; our expectation that we will effectively execute our initiatives to scale and improve our user support function through our Customer Care team, and thereby increase user retention, user engagement and sales; our expectation that our products created for markets outside of North America will continue to generate growth in those markets; our plans to successfully localize our products, including by making our product, support and communication channels available in additional languages and to expand our payment infrastructure to transact in additional local currencies and accept additional payment methods; our expectations regarding the extent of the impact on our business and operations of the COVID-19 pandemic, including uncertainty relating to expected consumer dynamics after the COVID-19 pandemic subsides, the effectiveness of government policies, vaccine administration rates and other factors; our expectation regarding the impact of fluctuations in foreign currency exchange rates on our business; our expectations relating to the repurchase of our ordinary shares and/or convertible notes pursuant to our repurchase program; our expectation that we will effectively manage the growth of our infrastructure; changes we expect may occur to technologies used in our solutions; our expectations regarding the outcome of any regulatory investigation or litigation, including class actions; our expectations regarding future changes in our cost of revenues and our operating expenses on an absolute basis and as a percentage of our revenues, as well as our ability to achieve profitability; our expectations regarding changes in the global, national, regional or local economic, business, competitive, market, and regulatory landscape, including as a result of increasing interest rates and inflationary pressures, lasting effects of COVID-19, and as a result of the military invasion of Ukraine by Russia; our planned level of capital expenditures and our belief that our existing cash and cash from operations will be sufficient to fund our operations for at least the next 12 months and for the foreseeable future; our expectations with respect to the integration and performance of acquisitions; our ability to attract and retain qualified employees and key personnel; our expectations about entering into new markets and attracting new customer demographics, including our ability to successfully attract new partners and grow our partner activities as anticipated, and other factors discussed under the heading "Risk Factors" in the Company's annual report on Form 20-F for the year ended December 31, 2021 filed with the Securities and Exchange Commission on April 1, 2022. Any forward-looking statement made by us in this proxy statement speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. 7 BUSINESS HIGHLIGHTS Wix is a leading platform to create, manage and grow a digital presence. What began as a website builder in 2006 is now a complete platform providing users with enterprise-grade performance, security and a reliable infrastructure. Offering a wide range of commerce and business solutions and advanced search engine optimization and marketing tools, Wix enables users to take full ownership of their brand, their data and their relationships with their customers. With a focus on continuous innovation and delivery of new features and products, anyone can build a powerful digital presence to fulfill their dreams on Wix. Significant Platform Expansion Since being founded as a basic website builder, Wix has transformed to become a complete online operating system for businesses and organizations through its continuous platform innovation: We believe this history of product development is our key competitive advantage and has enabled Wix to generate the significant growth it has demonstrated to date. The tremendous growth we have experienced since our IPO in the fourth quarter of 2013, through June 30, 2022 is further demonstrated by the following: • 8 Three-Year Plan While we remain focused on driving revenue growth through the continued development of our product platform, we are committed to increasing our profitability as well. In May 2022, we shared with investors our three-year financial plan, which outlines our plan on an annual basis through 2025 as well as long term targets. We also shared the financial performance of our business in two segments: Self Creators and Partners. Our Self Creators business generates positive free cash flow (excluding headquarters capital expenditures), and we anticipate that we will continue to generate revenue growth, expand gross margin, operating margin and increase free cash flow. Since 2019, we have invested significant capital in infrastructure, marketing and product development to build our Partners business. We believe that we will continue to leverage these investments to drive revenue growth and that as this business scales, its gross margin and operating margins will expand leading to positive free cash flow by 2025. In total, we believe that by 2025, we will achieve the "Rule of 40" - defined as the sum of annual revenue growth and free cash flow margin as a percent of revenue - for the combined business. Cost Reduction Plan As part of our commitment to execute on the three-year plan and achieve the free cash flow targets introduced May 2022, we announced, on August 10, 2022, a set of comprehensive cost reduction measures that are expected to result in approximately $150 million of annualized cost savings. These savings are not one-time in nature and will continue to be realized on a run-rate basis. Approximately 20% of the annualized savings are expected to be realized already in 2022. We expect that these reductions in our cost structure will result in free cash flow as a percentage of revenue (excluding headquarters capital expenditures) to be in line with our three- year plan and accelerate margin expansion ahead of the three-year plan in 2023 and beyond. Key aspects of the plan include right-sizing our workforce and future hiring targets across multiple functions to realign with the operating environment today and optimizing additional operating costs that are not revenue generating. We continue to take a deeper look to identify additional areas of productivity improvements across our care, sales and marketing, and engineering functions as well as opportunities to rationalize our real estate footprint, among other potential levers. These measures will allow us to increase our focus on and investment in our highest conviction growth opportunities. Many of these actions are already underway. Of these $150 million of annualized savings, roughly 25% will come from cost of revenue, mainly our care organization, which is expected to lead to approximately 200 basis points of gross margin improvement in 2023 compared to our three-year plan presented in May 2022. The other 75% of savings will come primarily from operating expenses with a small amount being capital expenditures. 9 Introduction Strong corporate governance benefits our shareholders, executive officers, directors and employees and is essential to our long-term business success. For this reason, we devote considerable time and resources to ensure (i) our corporate and compensation policies reflect our values and business goals and are aligned with the interests of our shareholders; (ii) we have an effective corporate governance structure; and (iii) we operate in a way that is open, honest and transparent. Our corporate governance practices are overseen by our Board, which is currently comprised of nine members. Eight of our current directors qualify as independent under the independence requirements of the Nasdaq Stock Market LLC ("Nasdaq"). All our committees of the Board are comprised solely of independent directors. Mr. Ron Gutler serves as our lead independent director. Our Board and its committees meet regularly throughout the year on a set schedule and hold special meetings as needed. Board Structure and Independence Our Articles of Association provide that our Board may consist of no less than three and no more than nine directors, as may be fixed from time to time by the Board. Under our articles of association, our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board. At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class, is for a term of office that expires on the third annual general meeting following such election or re-election, such that each year the term of office of only one class of directors will expire. Board Composition and Qualification Our Board and its Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience and diversity of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders, and our Board and its Nominating and Corporate Governance Committee annually assess Board composition and make changes as necessary. Corporate Governance Practices Below, we summarize the key compensation and governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders. 10 Dilution Management Under the supervision of the Board, the Company exercises a disciplined approach to manage the long-term effects of its equity incentive grants and frequently reviews and re-assesses its levels of share dilution. The Company's management and Board remain committed to cautious management of the Company's dilution posture and continue to take significant measures to reduce dilution, while carefully balancing the Company's need to hire and retain talented employees and executives, who are the drivers of the Company's success. In the past few years, we have implemented several effective dilution reduction measures. Collectively, these measures have reduced our dilution from 17.0% as of December 31, 2018 to 8.27% as of October 30, 2022, on a net exercise basis (as further explained below). In our proxy statement published on September 27, 2019, we committed to our shareholders that by the end of 2020 our dilution would be between 11.6% to 12.2%, on a net exercise basis. Due to our efforts in monitoring and managing dilution, on December 31, 2020 our dilution on a net basis was at the low end of our projected range, at 11.7%. The recent macroeconomic environment has caused great turbulence in the capital markets, resulting in lower exercise rates which negatively impact our dilution rate. We therefore continue to proactively take measures to reduce our dilution. Both our past and more recent dilution reduction measures are detailed below. 11 1. Shifted Employee Equity Grants to RSUs: Since 2015, we have gradually shifted from granting only options to granting only RSUs to most of our employees. This has contributed to a reduction in dilution, since we customarily grant RSUs and options at a ratio of 1:2-3 (i.e., the grant of one RSU replaces the grant of between two to three options) and therefore fewer ordinary shares underlay equity awards that are granted. Beginning in 2022, we further shifted away from options, by granting only RSUs to additional non-management leadership groups that historically received a mix of options and RSUs. 2. Adopted a Net Exercise Mechanism: In June 2018, we began to implement a net exercise mechanism with respect to options granted to certain employees in Israel. Under the net exercise mechanism, the company only issues the number of ordinary shares reflecting the calculated gain resulting from the exercise of such options (rather than issuing the full amount of shares underlying the options), and cancels the remaining number of shares reflecting the cost of the option, thereby decreasing dilution. As of September 30, 2022, a total of 421,246 options were cancelled since adoption of the net exercise mechanism, which equals 23.63% of the exercised options over that time period. For more details regarding net exercise please see our proxy statement dated September 27, 2019 on Form 6-K. Dilution Calculation Before Implementing the Net Exercise Mechanism We calculate dilution by dividing (A) the sum of (i) all the unvested and vested shares underlying unexercised options ("Allocated Options"); plus (ii) all the allocated and unvested RSUs; plus (iii) all the shares available for grant in our equity pool; (collectively the "Total Equity"); by (B) the sum of (i) the Total Equity; plus (ii) all of the Company's issued and outstanding share capital. As per the above, as of December 31, 2021, our dilution of 14.7% was calculated by dividing the sum of (A) (i) 4,720,600 Allocated Options as of December 31, 2021; plus (ii) 2,225,516 allocated and unvested RSUs, as of December 31, 2021; plus (iii) 2,907,140 unallocated option awards and RSUs available for grant in our equity pool as of December 31, 2021 (collectively the "December 2021 Total Equity"); by (B) the sum of (i) the December 31, 2021 Total Equity of 9,853,256; plus (ii) the Company's issued and outstanding share capital as of December 31, 2021 of 57,254,189. 12 Dilution Calculation After Implementing the Net Exercise Mechanism Under the net exercise mechanism, as of December 31, 2021, 12.1% net dilution is calculated as specified above, except that we subtract 1,989,016 options (which are in-the-money) from the Allocated Options, which would have been cancelled assuming full exercise of the Allocated Options, at the closing share price on December 31, 2021 of $157.79. 3. Cancellation of Unallocated Pool In June 2019, we cancelled 1.59 million ordinary shares from our unallocated equity pool, which reduced our dilution by approximately 2.1%. In October 2022, we cancelled an additional 3.43 million ordinary shares from our unallocated equity pool, which reduced our dilution by approximately 4.3%. 4. Option Exchange Program As more fully described in Proposal 4, we are seeking shareholder approval to implement a value-neutral option exchange program for 79 of our leading non-director and non-executive employees. We expect this exchange program to reduce our dilution by up to 0.59%, depending on terms and rates of participation, since fewer units will be granted in replacement of exchanged options, and shares underlying exchanged options will be cancelled and not returned to the equity pool. The exchange program is also expected to reinstate the effectiveness of the retention element of these equity awards to our top employees and reduce the need to grant additional equity awards. 5. Cost Cutting Initiatives Our recent cost efficiency initiatives, announced in August 2022, are also expected to positively affect our future dilution for 2023, due to a lower number of employees eligible for grants in 2023 as a result of the slowdown in our pace of hiring. This, along with other measures, are expected to reduce dilution by approximately 0.8% assuming grants would have been comparable to 2022 levels. Share Repurchase Programs In an effort to offset dilution associated with stock-based compensation, reduce share count and increase value to our shareholders, during August and September of 2021 we completed a $200 million share repurchase program, repurchasing 895,136 ordinary shares. Our Board recently authorized an additional share repurchase program, under which we may repurchase up to $300 million of our ordinary shares. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements (including re-approval of repurchase plan by an Israeli court), prevailing stock prices and other considerations. These repurchase programs demonstrate our ongoing focus on managing dilution as a capital allocation priority. 13 Shareholder Engagement We regularly communicate with shareholders to better understand their perspectives and expected practices with regards to dilution, executive compensation and corporate governance. Members of our Board and management participate personally in communications with our largest shareholders on these topics in an effort to ensure that our compensation practices and philosophy are aligned with our shareholders' best interests. All feedback is reviewed and implemented as appropriate pursuant to the Company's strategy, business growth and maturity stage. As part of our investor relations program, we engage with the vast majority of our institutional shareholders throughout the calendar year through quarterly earnings calls, investor conferences and investor meetings. Maintaining an active dialogue with our shareholders is consistent with our corporate values of open communication and accountability, and we intend to continue these efforts in the future. In the late summer months of 2022, we dedicated time to engage with our shareholders on a wide range of topics, many of which are relevant to the proposals in this proxy statement. Members of our management team and Board engaged with shareholders representing approximately 55% of our ordinary shares during this time. These engagements helped us refine these proposals as well as other initiatives to ensure alignment with the priorities of our shareholders. Independent Compensation Advisor The Compensation Committee directly engaged the services of Radford, a business unit of Aon plc ("Radford"), a leading global provider of consulting services relating to human capital and compensation, to ensure that the Company's compensation practices are aligned with, and competitive relative to, market practices. Radford reported directly to the Compensation Committee and the Compensation Committee determined Radford to be independent. Peer Group Our peer group was developed with the advice and assistance of Radford, and is reviewed and re-assessed periodically by our Compensation Committee based on Radford's reports and recommendations. Our peer group is customarily made up of between 15 to 20 companies, which are most comparable to the Company on a range of criteria, including industry (mainly software-as-a-services companies), revenue, market capitalization, number of employees and rate of growth. The Company's current peer group, which consists of 20 companies, is listed in Annex C (the "Peer Group"). 14 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) As a global brand with meaningful social and economic impact, we recognize that our success can only be built alongside the success of our stakeholders, including, our users, partners, and employees. We assigned oversight of our ESG practices and reporting to the Nominating and Corporate Governance Committee of our Board of Directors. In March 2022, we published our first ESG Report that provided insights into the important issues and values that make us who we are. This report is available on our investor relations website at https://investors.wix.com/esg but is not incorporated by reference into this proxy statement. We organized this report by focusing on three pillars that were natural to us: Our Users, Our People and Our Company. Our Users We promote and support fair, accessible, social and economic opportunities in the professional services global market. We believe our services, the programs we support, and the partners with whom we work contribute to diminish systemic and cultural biases, caused by age, gender identity and expression, race, ethnicity, sexual orientation, religion, and accessibility gaps, and other protected classes worldwide. We invest resources into data privacy and how we can protect our users by, among other things, building key infrastructures and policies to safeguard the data on our platform and the privacy of our users. We are also committed to maintain the integrity of the transactions performed on our platform. Our People We value and celebrate diversity within our community. Our work environment seeks to foster a culture where our employees feel empowered, challenged, and in possession of the tools to thrive at work and in their personal lives. We are continuously learning and looking at ways to continue to create an environment that is an inclusive place of work. We believe personal and professional growth is imperative to the well-being of our employees. Such growth requires us to provide opportunities to acquire new skills and to develop through exploration, experience and learning. We provide learning and development programs and have multiple specialized teams focused on developing great learning and growth platforms for our people worldwide. As part of our continued emphasis on employee satisfaction and retention, we have teams dedicated to supporting our employees' physical and mental health. We offer well-being benefits that vary by location, such as health insurance, fitness sessions and subsidized psychology sessions. We actively encourage our people to support their local communities, and we recognize and respect our employees' passion for engaging with their communities by creating initiatives like the "Wix Playground Academy" (a program hosted by Wix employees that helps young creatives looking to enrich their professional skill sets, interact with industry leaders and network with other designers), "A Site a Year" (an annual initiative where designers across Wix build a website from scratch for a small business or NGO), "Wix Karma" (a global initiative that gives our employees the opportunity to help others in any way they can), and "Wix Education" (a program that provides teachers with the curriculum and resources to teach web creation in the classroom). Our Company We recognize the importance of fighting climate change and our responsibility to make sustainable choices. Our new headquarters and campus buildings are LEED (Leadership in Energy and Environmental Design) certified. We are also considering LEED standards in the construction of the entire campus and are incorporating best practices for sustainability in our planning, including daylight optimization, energy efficient lighting, green roofs, leak detection systems, recycling and compost areas for the restaurants and mass transportation options, such as bicycle lanes and parking and shuttles. 15 Background Our Board currently has nine directors and is divided into three classes with staggered three-year terms as follows: ● the Class I directors are Deirdre Bigley, Allon Bloch and Ferran Soriano, and their terms expire at our annual general meeting of shareholders to be held in 2023; ● the Class II directors are Yuval Cohen, Ron Gutler and Roy Saar, and their terms expire at our annual general meeting of shareholders to be held in 2024; and ● the Class III directors are Avishai Abrahami, Diane Greene and Mark Tluszcz, and their terms expire at this Meeting. At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election. You are being asked to re-elect Avishai Abrahami, Diane Greene and Mark Tluszcz. Each of Ms. Greene and Mr. Tluszcz qualifies as an independent director under Nasdaq independence requirements. If re-elected at the Meeting, each of Mr. Abrahami, Ms. Greene and Mr. Tluszcz will serve until the 2025 annual general meeting of shareholders, and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with our Articles of Association or the Companies Law. In accordance with the Companies Law, each of Mr. Abrahami, Ms. Greene and Mr. Tluszcz has certified to us that he or she meets all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill his or her duties as a director of Wix, taking into account the size and special needs of Wix. During 2021, each of the directors standing for re-election at the Meeting attended more than 75% of our Board meetings. The Nominating and Corporate Governance Committee of our Board recommended that each of Mr. Abrahami, Ms. Greene and Mr. Tluszcz be re-elected at the Meeting as a Class III director for a term to expire at the 2025 annual general meeting of shareholders, and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with our Articles of Association or the Companies Law. Our Board approved this recommendation. Biographical information concerning Mr. Abrahami, Ms. Greene and Mr. Tluszcz, the nominees for re-election as directors at this Meeting, and for each of the other directors is set forth below. 16 Avishai Abrahami, 51, is our Co-Founder, and has served as our Chief Executive Officer since September 2010, prior to which he served as our Co-Chief Executive Officer, and as a director since October 2006, and served as the Chairperson of our Board from November 2013 until February 2016, at which time he was appointed Honorary Chair. Mr. Abrahami has served on the board of directors of Monday.com Ltd. (Nasdaq: MNDY) since May 2012. From May 2016 until November 2017, Mr. Abrahami served as a member of the board of directors of SodaStream International Ltd. (acquired by PepsiCo Inc.). From 2004 to 2006, Mr. Abrahami was the Vice President of Strategic Alliances at Arel Communications & Software Ltd., a private Israeli company specializing in communication technology. In 1998 he co-founded Sphera Corporation, a private company which develops software for managing data centers, and he served as its Chief Technology Officer from 1998 until 2000 and its Vice President of Product Marketing from 2000 until 2003. In 1993, he co-founded AIT Ltd., a private Israeli software company, and served as its Chief Technology Officer until the company's sale in 1997. Mr. Abrahami served in the Israeli Defense Forces' elite computer intelligence unit from 1990 until 1992. Diane B. Greene, 67, has served as a member of our Board since February 2020. She currently serves as the Chair of the Massachusetts Institute of Technology Corporation, where she is a lifetime member. She has served on the board of directors of Stripe since December 2018 where she is the Chair of the compensation committee. She has also served on the board of A.P. Møller - Mærsk A/S (Nasdaq Copenhagen: MAERSK), a Dutch holding company, since March 2020 and SAP SE (FWB: SAP), a German multinational software company (FWB: SAP), from 2018 to December 2020. She served as a member of Alphabet, Inc.'s board of directors from January 2012 to June 2019, and its audit committee from 2012 to 2016, and served as a Senior Vice President for Google, and Chief Executive Officer for Google Cloud, from December 2015 to January 2019. Ms. Greene was previously a director of Intuit Inc., a provider of business and financial management solutions, from August 2006 to January 2018, where she served on its audit committee and compensation committee and chaired its nominating and corporate governance committee. She co-founded VMware, Inc., a virtualization software company, in 1998, that became a public company in 2007. Ms. Greene served on VMWare's board of directors from 1998 through 2008, as Chief Executive Officer and President of VMware from 1998 to 2008, and as an Executive Vice President of EMC Corporation, a provider of information infrastructure and virtual infrastructure technologies, solutions and services, from 2005 to 2008. Ms. Greene previously held technical leadership positions at Silicon Graphics Inc., a provider of technical computing, storage and data center solutions, Tandem Computers, Inc., a manufacturer of computer systems, and Sybase Inc., an enterprise software and services company, and was co-founder and Chief Executive Officer of VXtreme, Inc., a developer of streaming media solutions. Ms. Greene is also a member of the National Academy of Engineering. She holds an M.S. in computer science from the University of California, Berkeley, an M.S. in naval architecture from the Massachusetts Institute of Technology, and a B.A. in mechanical engineering and an honorary doctorate from the University of Vermont. Mark Tluszcz, 56, has served as the Chair of our Board since February 2016 and as a member of our Board since June 2010. Mr. Tluszcz is the Co-Founder and CEO of Mangrove Capital Partners, a leading venture capital firm, since 2000. Mark was named to the Forbes Midas List in 2007, 2008 and 2009 as one of the top 100 global deal makers in technology and selected in 2012 and 2014 as one of the 100 most influential persons in Luxembourg. Mr. Tluszcz currently serves on the board of directors of JobToday S.A., K Health, Inc., TBOL Limited, Red Points Solutions, S.L. and Gong! Inc. Mr. Tluszcz holds a Bachelor of Arts degree with honors from Eckerd College, St. Petersburg, Florida. 17 Class I Directors: Deirdre Bigley, 58, has served as a member of our Board since November 2017, as a member of our Audit Committee since July 2018, and as a member of our Compensation and Nominating and Corporate Governance Committee since February 2020. Ms. Bigley previously served as Chief Marketing Officer of Bloomberg, L.P., a global business and financial information and news leader, from 2014 to 2021. Prior to joining Bloomberg, Ms. Bigley spent 13 years at IBM, where she held several executive positions, including Vice President of Worldwide Advertising and Interactive, and Vice President of Worldwide Brand. Ms. Bigley currently serves as a member of the board of directors of Shutterstock, Inc. (NYSE: SSTK), a global provider of commercial imagery and music, Sportradar Group AG (Nasdaq: SRAD), a global provider of sports betting and sports entertainment products and services, and Taboola.com Ltd. (Nasdaq: TBLA), a technology company providing a platform that powers recommendations for the open web. Ms. Bigley holds a Bachelor of Arts degree in English Literature from West Chester University. Allon Bloch, 52, has served as a member of our Board since July 2016, and as a member of our Audit Committee since November 2018. Mr. Bloch also served as a member of our Board from January 2008 through August 2013, and as our President and Co-Chief Executive Officer from 2008 through September 2010. Mr. Bloch is Co-Founder and CEO of K Health Inc., a digital health company and of its affiliate Hydrogen Health. From July 2014 through June 2016, Mr. Bloch served as Chief Executive Officer of Vroom, Inc., a company he co-founded which is a leading online U.S. car retailer, and from October 2010 through June 2014 as Chief Executive Officer of Dolphin Software Ltd., which does business as "mySupermarket," a private online grocery shopping company. Also, during the period of July 2012 to January 2015, Mr. Bloch served as an advisor to Greylock Partners Israel and Europe Fund, a venture capital firm focused on technology start-ups. From 2000 to 2007, Mr. Bloch served as a Principal and General Partner at Jerusalem Venture Partners, a leading early stage venture capital firm based in Israel. In this capacity, Mr. Bloch invested in several successful outcomes including CyberArk Software Ltd. (Nasdaq: CYBR). Prior to that, between 1997 through 2000, he was a consultant in McKinsey & Company. Mr. Bloch holds a B.Sc. in Biology from Tel-Aviv University and an M.B.A. from Columbia University. Ferran Soriano, 55, has served as a member of our Board since November 2020. Mr. Soriano currently serves as the CEO of City Football Group (CFG), a position he has held since September 2012. Under his leadership, CFG has become a global platform for entertainment and football, redefining club ownership. City Football Group is the world's leading private owner and operator of football clubs, with total or partial ownership of ten clubs in major cities across the world. Previously, Mr. Soriano was Vice Chairman and CEO of FC Barcelona from 2003 to 2008 where he is credited with playing a major role in the transformation of the club to success on and off the pitch. Mr. Soriano also served as Chairman of Spanair from 2009 to 2012 and previously spent 10 years as a partner and co-founder of Cluster Consulting (a/k/a DiamondCluster, Nasdaq: DTPI), a strategy consulting firm. Earlier in his career, Mr. Soriano served in various management positions at consumer goods company Reckitt-Benckiser. Mr. Soriano holds a Bachelor's degree in management and a MBA from ESADE (Barcelona), Rensselaer Polytechnic Institute (New York) and Université Catholique de Louvain (Belgium). 18 Class II Directors: Yuval Cohen, 60, has served as a member of our Board of directors since August 2013, and as a member of our Compensation Committee since November 2017. Mr. Cohen also served as a member of our Audit Committee from May 2017 to November 2018. Mr. Cohen is the founding and managing partner of Fortissimo Capital, a private equity fund established in January 2003 that invests in Israeli-related technology and industrial companies. From 1997 through 2002, Mr. Cohen was a General Partner at Jerusalem Venture Partners, an Israeli-based venture capital fund. Mr. Cohen currently serves as the Chairman of the board of directors of Kornit Digital Ltd. (Nasdaq: KRNT) and a member of the board of directors of Radware Ltd. (Nasdaq: RDWR), as well as a director of several privately held portfolio companies of Fortissimo Capital. Mr. Cohen holds a B.Sc. in Industrial Engineering from Tel Aviv University and an M.B.A. from Harvard Business School. Ron Gutler, 64, has served as a member of our Board since July 2013, as our lead independent director since February 2016 and serves as Chairman of each of our committees. Mr. Gutler is currently a member of the board of directors of CyberArk Software Ltd. (Nasdaq: CYBR), Fiverr International Inc. (NYSE: FVRR) and WalkMe Ltd. (Nasdaq: WKME). From May 2002 through February 2013, Mr. Gutler served as the Chairman of NICE Systems Ltd., a public company specializing in voice recording, data security, and surveillance. Between 2000 and 2011, Mr. Gutler served as the Chairman of G.J.E. 121 Promoting Investment Ltd., a real estate company. Between 2000 and 2002, Mr. Gutler managed the Blue Border Horizon Fund, a global macro fund. Mr. Gutler is a former Managing Director and a Partner of Bankers Trust Company, which is currently part of Deutsche Bank. He also established and headed the Israeli office of Bankers Trust. Mr. Gutler holds a B.A. in Economics and International Relations and an M.B.A., both from the Hebrew University in Jerusalem. Roy Saar, 52, has served as a member of our Board since January 2007. Mr. Saar is a partner in Mangrove IV Investment Fund and Mangrove V Investment Fund and has served in various roles at Mangrove Capital Partners since 2011. In 1998, he co-founded Sphera Corporation, a virtual servers' technology vendor for SaaS providers. In 2002, Mr. Saar co-founded RFcell Technologies Ltd., a wireless product and service provide