zk1517431.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Report on Form 6-K dated
 
October 20, 2015
 
Partner Communications Company Ltd.
(Translation of Registrant’s Name Into English)
 
8 Amal Street
Afeq Industrial Park
Rosh Ha’ayin 48103
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 x   Form 40-F o
 
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
 
Yes o   No x
 
(If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-               )
 
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 4, 2002 (Registration No. 333-101652), September 5, 2006 (Registration No. 333-137102) and on September 11, 2008 (Registration No. 333-153419)
 
Enclosure: Partner Communications Partner Communications announces a supplementary report to its Proxy Statement for its Annual General Meeting
 
 
 
 


 
 
PARTNER COMMUNICATIONS ANNOUNCES A
SUPPLEMENTARY REPORT TO ITS PROXY STATEMENT
FOR ITS ANNUAL GENERAL MEETING

ROSH HA'AYIN, Israel, October 20, 2015 - Partner Communications Company Ltd. ("Partner" or the "Company") (NASDAQ and TASE: PTNR), a leading Israeli communications operator, reports that further to its Proxy Statement for the Annual General Meeting of shareholders scheduled for October 27, 2015 ("AGM"), the Company wishes to clarify and update with respect to the following matters:

1.
With respect to Item 7 on the agenda for the AGM, "Approval of Severance Terms of the Former CEO Mr. Haim Romano", the Company wishes to clarify that only the grant of the proposed severance bonus in the amount of NIS 2,567,525 is being brought for shareholder approval. The compensation for advance notice and the adjustment payment are granted in accordance with Mr. Romano's employment agreement and therefore do not require shareholder approval.
2.
With respect to Item 8 on the agenda for the AGM, "Approval of the Terms of Office and Employment of the CEO of the Company, Mr. Isaac Benbenisti":
 
a.
The Company intends to include in its Annual Report on Form 20-F the relevant Company targets for the compensation of the CEO and the ratio at which the Company’s targets were achieved;
 
b.
The Company is attaching a copy of the comparative analysis conducted by Prof. Moshe Zviran (a recognized Israeli expert for compensation) of the terms of office and employment of the CEO in comparison to other CEOs at companies comparable to the Company;
3.
Further to the Company’s immediate report filed on October 15, 2015, with respect to an immediate report filed by Scailex Corporation Ltd. ("Scailex") regarding the termination of the shareholders agreement between S.B. Israel Telecom Ltd. ("S.B. Israel Telecom") and Scailex dated January 29, 2013, the Company wishes to clarify that despite that said in the Proxy Statement, S.B. Israel Telecom and Scailex (and their respective affiliates) are no longer voting in a unified manner at the AGM.
 
 
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For the Proxy Statement for the Annual General Meeting of shareholders dated September 9, 2015 see: http://maya.tase.co.il/bursa/report.asp?report_cd=991449 or the report on Form 6-K at: http://www.sec.gov/Archives/edgar/data/1096691/000117891315002807/zk1517304.htm.

About Partner Communications
Partner Communications Company Ltd. is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services) under the orange™ brand and under the 012 Smile brand. Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
 
For more information about Partner: http://www.orange.co.il/en/Investors-Relations/lobby/.

Mr. Ziv Leitman
Chief Financial Officer
Tel: +972-54-781-4951
 
Ms. Liat Glazer Shaft
Head of Investor Relations & Corporate Projects
Tel: +972-54-781-5051
E-mail: investors@orange.co.il
 
 
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August 26, 2015   

Ms. Einat Rom
 
Partner Communications

Dear Einat,

Re:  Compensation Information for the CEO Position
 
1.
Per your request, please find enclosed comparative information regarding compensation levels for the CEO position in companies with similar characteristics to Partner Communications.
 
2.
Prof. Moshe Zviran Ltd. is the leading provider of information and consulting services for top executives' compensation and benefits practices in Israel.  The Company serves a wide variety organizations including publicly-traded and privately-owned companies.
 
Methodology
 
3.
To provide comparable information and ensure validity and accuracy of this analysis, we use rigorous methodologies to ensure that the surveyed position is carefully matched according to revenues scope and responsibilities.
 
4.
The comparative data for the requested positions were extracted from our live, up-to-date, information database of senior management at over 350 companies. Our database is considered as the most comprehensive in Israel and has become the industry standard for negotiating remuneration levels for Israeli top executives.
 
5.
The comparator group consists of 16 companies with revenue scope of more than 1Billion USD. The list of companies includes telecom companies as well as additional companies with similar revenues.
 
Analysis and Results
 
6.
The proposed compensation package for the incoming CEO is composed of the following components:
 
 
•
 Base salary: 150,000 ILS per month
 
 
•
Company car + gross-up of tax; valued at 17,840 ILS according to the information provided by the company
 
Prof. Moshe Zviran Ltd.
10A Gruner St., Tel Aviv  69498, ISRAEL.  E-mail:  zviran@tau.ac.il
Tel: +(972)-3-6418683,    Fax:  +(972)-3-6420002,   Mobile:  +(972)-522-776611
 
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•
 Annual target bonus of 10 monthly salaries ( = 1,500,000 ILS)
 
 
•
Equity compensation in the form of stock options with a vesting schedule of 3 years. The economic value of the grant is 8,000,000 ILS
 
7.
The table below analyzes the remuneration levels for the CEO position in the sample and the relative positioning of Partner's executive vis-à-vis the sample. The left-hand side columns refer to the benchmark data and depict the lower boundary, lower quartile (25th percentile), average, upper quartile (75th percentile), 80th percentile  and upper boundary. The right- hand side columns list Partner's incoming CEO remuneration and relative position of his proposed compensation package compared to the sample.All figures are listed in Israeli Shekels and refer to monthly salaries.
 
 Compensation Level  
Sample data (in Israeli Shekels)
    
Partner's data
 
Min
       25%    
Average
       75%       80%    
Max
    
Salary
  
Relative position
Base salary
     97,500       128,060       151,280       165,250       180,400       213,710       150,000  
~At 50%
Company car
     9,700       11,650       16,730       20,200       21,570       25,570       17,840  
~At 55%
Full monthly salary
     111,500       141,590       168,010       182,960       192,310       226,040       167,840  
~At 50%
Annual payments
     ----       990,900       1,526,750       2,091,500       2,912,400       3,281,000       1,500,000  
~At 50%
Total cash
     153,160       221,360       287,290       347,580       391,410       499,460       292,840  
~At 50%
Equity (annual)
     ----       ----       933,430       1,415,300       2,700,000       3,292,310       2,666,667  
~At 80%
Total compensation
     153,160       283,950       365,080       394,940       580,320       724,460       515,062  
~At 80%
 
8.
The analysis below reflects the relative position of the CEO's proposed compensation package based on a vesting period of 4 years for the proposed equity grant:

Prof. Moshe Zviran Ltd.
10A Gruner St., Tel Aviv  69498, ISRAEL.  E-mail:  zviran@tau.ac.il
Tel: +(972)-3-6418683,    Fax:  +(972)-3-6420002,   Mobile:  +(972)-522-776611
 
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Compensation Level  
Sample data (in Israeli Shekels)
    
Partner's data
 
Min
       25%    
Average
       75%       80%    
Max
    
Salary
  
Relative position
Base salary
     97,500       128,060       151,280       165,250       180,400       213,710       150,000  
~At 50%
Monthly allowances
     9,700       11,650       16,730       20,200       21,570       25,570       17,840  
~At 55%
Full monthly salary
     111,500       141,590       168,010       182,960       192,310       226,040       167,840  
~At 50%
Annual payments
     ----       990,900       1,526,750       2,091,500       2,912,400       3,281,000       1,500,000  
~At 50%
Total cash
     153,160       221,360       287,290       347,580       391,410       499,460       292,840  
~At 50%
Equity (annual)
     ----       ----       933,430       1,415,300       2,700,000       3,292,310       2,000,000  
~At 78%
Total compensation
     153,160       283,950       365,080       394,940       580,320       724,460       459,507  
~At 78%
 
Confidentiality and Limitation of Liability
 
9.
As agreed, our task is focused at providing benchmark information only while the responsibility for making decisions and the results obtained following the use of any of the services or deliverables provided by us is of the Company and its institutions. We bear no responsibility, contractual or otherwise, arising from the data or services provided to the Company.
 
10.
We hope the information included in this analysis responds to your needs on this issue. In case you have questions, please let us know and we will make all efforts to address them.
 
Sincerely,
 

 
Prof. Moshe Zviran
 
Prof. Moshe Zviran Ltd.
10A Gruner St., Tel Aviv  69498, ISRAEL.  E-mail:  zviran@tau.ac.il
Tel: +(972)-3-6418683,    Fax:  +(972)-3-6420002,   Mobile:  +(972)-522-776611
 
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  June 25, 2015   
 
Ms. Einat Rom
 
Partner Communications

Dear Einat,

Re:  Top Executives Separation Practices
 
1.
Per your request, I have reviewed the separation practices of CEOs and Chairman who have terminated their work in communication companies in Israel in recent years. The information below is based on public data, as disclosed by the companies
 
2.
Mr. Amos Shapira left his position as CEO of Cellcom in 2012. Upon termination he received severance pay of 4.2 million ILS + acclimation terms (pending non-compete) of 12 months' salary in the year following his separation from the company.
 
3.
 Mr. Avi Gabay left his position as CEO of Bezek in April 2013.  Upon termination he received severance pay + a pro-rated bonus for the period served in 2013.

4.
Ms. Stela Handler left her position as Chairman of the Board at Hot in 2013.  As her contract was for a termed period of 3 years, and since she left before the end of this term, she received (upon termination) 2.4 Million ILS, equivalent to 14 months' pay + a special separation bonus of 4 million ILS
 
5.
Mr. Herzel Ozer left his position as Chairman of the Board at Hot in 2015. As his contract was for a termed period of 3 years, and since he retired from the company before the end of this term, he received (upon termination) 5,590 Million ILS that include the equivalent of his monthly pay until the end of the term (12/2016) + 6 months acclimation period + respective bonuses.
 
6.
For your convenience I attach Hot's announcements to TASE regarding the separation terms of Ms. Handler and Mr. Ozer.

 
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Confidentiality and Limitation of Liability
 
7.
As agreed, our task is focused at providing benchmark information only while the responsibility for making decisions and the results obtained following the use of any of the services or deliverables provided by us is of the Company and its institutions. We bear no responsibility, contractual or otherwise, arising from the data or services provided to the Company.

8.
We hope the information included in this analysis responds to your needs on this issue. In case you have questions, please let us know and we will make all efforts to address them.
 
Sincerely,
 
 
Prof. Moshe Zviran
 
Prof. Moshe Zviran Ltd.
10A Gruner St., Tel Aviv  69498, ISRAEL.  E-mail:  zviran@tau.ac.il
Tel: +(972)-3-6418683,    Fax:  +(972)-3-6420002,   Mobile:  +(972)-522-776611
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Partner Communications Company Ltd.
  
       
 
By:
/s/ Ziv Leitman  
    Name: Ziv Leitman  
    Title:  Chief Financial Officer  
       
Dated: October 20, 2015
 
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