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Stratasys: Proxy Statement For The 2016 Annual General Meeting Of Shareholders STRATASYS LTD.

The following excerpt is from the company's SEC filing.

(the Company)

7665 Commerce Way

2 Holtzman Street

Eden Prairie, Minnesota 55344-2020

Science Park, P.O. Box 2496

952.937.3000

Rehovot 76124, Israel

+972.74.745.4300

NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

(Annual Meeting)

Time and Date of

11:30 a.m., U.S. Eastern Daylight Time, on Thursday, May 5, 2016

Place of Meeting

The Charles Hotel

1 Bennett Street

Cambridge, MA 02138

Floor, Compton Room

Items of Business

(1)

Re-election of each of Mr. Elchanan Jaglom, Mr. S. Scott Crump, Mr. David Reis, Mr. Edward

J. Fierko, Mr. Ilan Levin, Mr. John J. McEleney and Ms. Ziva Patir, to serve as a director of the

Company until the 2017 annual general meeting of shareholders and until the due election and

qualification of his or her successor, or until his or her earlier resignation, replacement or

removal.

Re-election of Mr. Victor Leventhal and election of Mr. Haim Shani, in each case to serve as an

external director of the Company for a three-year term, until May 5, 2019, pursuant to the

Companies Law, 5759-1999 of the State of Israel (the

Companies Law

Approval of annual compensation packages for the independent directors (including external directors) of the Company in respect of their directorship services.

Reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International

Limited, as the Companys independent auditors for the year ending December 31, 2016 and

until the Companys next annual general meeting of shareholders, and authorization of the

Companys Board of Directors (the

) (upon recommendation of the audit committee of

the Board) to fix their remuneration.

In addition to the foregoing proposals, at the Annual Meeting, the audited, consolidated financial

statements of the Company for the annual period ended December 31, 2015 will be presented to, and

considered by, the Companys shareholders. The shareholders will furthermore transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Our Board recommends a vote

each of the above proposals.

Record Date

You are entitled to vote if you were a shareholder of the Company as of the close of business on Tuesday, April 5, 2016.

The proposals and details with respect to the Annual Meeting are described more fully in the enclosed

proxy statement, which we are sending (together with this notice) to our shareholders and which we

urge you to read in its entirety. This notice, the aforementioned proxy statement and a related proxy

card are also being furnished to the U.S. Securities and Exchange Commission (the

), in a

Report of Foreign Private Issuer on Form 6-K, which you may obtain for free from the SECs website

at

www.sec.gov

or at our Companys website,

www.stratasys.com

. The full text of the proposed

resolutions, together with the form of proxy for the Annual Meeting, may also be viewed beginning on

April 10, 2016, at the registered office of our Company, 2 Holtzman Street, Science Park, Rehovot,

Israel, from Sunday to Thursday, 10:00 a.m. to 5:00 p.m. (Israel time). Our telephone number at our registered office is +972.74.745.4300.

Voting

Approval of each proposal above requires the affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting on the proposal (excluding abstentions). In addition, the election of each of the two nominees as external directors under Proposal 2 is also subject to satisfaction of either of the two following additional voting requirements:

the majority voted in favor of the election of the nominee must include a majority of the shares held by shareholders who are neither controlling shareholders nor have a conflict of interest (referred to as a personal interest under the Companies Law) (other than a conflict of interest that does not derive from ties with a controlling shareholder) in the election of the nominee that are voted at the meeting, excluding abstentions; or

the total number of shares held by non-controlling, non-conflicted shareholders (as described in the previous bullet-point) voted against the election of the nominee must not exceed 2% of the aggregate voting power in our Company.

The vote of all the Companys shareholders is important regardless of whether or not a shareholder attends the Annual Meeting.

Accordingly, we urge you to read the attached proxy statement and vote your shares promptly, regardless of the number of shares you own. You may vote shares that you own directly in person by attending the Annual Meeting. You may also vote shares that you own directly by proxy by signing and returning the form of proxy in the enclosed envelope. You may revoke your proxy at any time before it is voted, and if you wish, you may attend the Annual Meeting and vote in person even if you have previously signed a proxy. If your shares are held in street name (i.e., shares that are held through a bank, broker or other nominee), you may instruct them on how you want your shares voted. Specific instructions as to how to vote are set forth on the enclosed proxy card provided by your bank, broker, or nominee.

By Order of the Board

Elchanan Jaglom

Chairman of the Board

Rehovot, Israel

This Notice of 2016 Annual General Meeting of Shareholders was

first published by the Company on March 31, 2016.

TABLE OF CONTENTS

Questions and Answers About the Proxy Materials and the Annual General Meeting

Security Ownership of Certain Beneficial Owners and Management

Proposal 1. Re-election of Directors

Proposal 2. Re-election/Election of External Directors

Proposal 3. Approval of Annual Compensation Packages for All Independent Directors

Proposal 4. Reappointment of Independent Auditors

Consideration of the 2015 Financial Statements

Additional Information

STRATASYS LTD.

PROXY STATEMENT FOR 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on May 5, 2016

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND

THE ANNUAL GENERAL MEETING

Why am I receiving these materials?

We sent you this proxy statement and the enclosed form of proxy because the board of directors (the

Board of Directors

or

) of Stratasys Ltd. (also referred to as

, the

or

) is soliciting your proxy to vote your shares at our 2016 Annual General Meeting of Shareholders (the

) to be held at 11:30 a.m., U.S. Eastern Daylight Time, at The Charles Hotel, 1 Bennett St, Cambridge, MA 02138, 3

Floor, Compton Room.

What items of business will be voted on at the Annual Meeting?

Re-election of each of Mr. Elchanan Jaglom, Mr. S. Scott Crump, Mr. David Reis, Mr. Edward J. Fierko, Mr. Ilan Levin, Mr. John J. McEleney and Ms. Ziva Patir, in each case to serve as a director of the Company until the 2017 annual general meeting of shareholders and until the due election and qualification of his or her successor, or until his or her earlier resignation, replacement or removal.

Re-election of Mr. Victor Leventhal and election of Mr. Haim Shani, in each case to serve as an external director of the Company for a three-year term, until May 5, 2019, pursuant to the Companies Law, 5759-1999 of the State of Israel (the

Approval of annual compensation packages for the independent directors (including external directors) of the Company in respect of their directorship services.

Reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Companys independent auditors for the year ending December 31, 2016 and until the Companys next annual general meeting of shareholders, and authorization of the Board (upon recommendation of the audit committee of the Board) to fix their remuneration.

In addition to the foregoing proposals, at the Annual Meeting, the audited, consolidated financial statements of the Company for the annual period ended December 31, 2015 will be presented to, and considered by, the Companys shareholders. The shareholders will furthermore transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

How does the Board recommend that I vote?

Our Board recommends that you vote

each of the above-described proposals.

What is the quorum required in order to conduct business at the Annual Meeting?

Under our Amended and Restated Articles of Association, as may be amended from time to time (our

Amended Articles

), a quorum is constituted when there are present, in person or by proxy, at least two shareholders who hold, in the aggregate, at least 25% of the voting rights in our Company. A person holding a proxy may be deemed to be two or more shareholders for purposes of determining a quorum if such person holds the proxy of more than one shareholder. If within one-half hour after the time appointed for the meeting, a quorum is not present, the Annual Meeting will be adjourned to the same day, in the following week, at the same hour and at the same place or to a later time and date if so specified in the notice of the meeting. If such day falls on a statutory holiday (either in Israel or in the U.S.), the meeting will be adjourned to the first business day afterwards that is not a statutory holiday. At such adjourned meeting, any two or more shareholders present in person or by proxy will constitute a quorum, regardless of the number of ordinary shares held by them.

What are the voting requirements to approve the proposals presented and how are votes counted?

The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is necessary for the approval of each proposal.

In addition, the election of each of the two nominees to serve as external directors under Proposal 2 is subject to satisfaction of one of the following additional voting requirements as part of the approval by an ordinary majority of shares present and voting thereon:

the majority voted in favor of the election of that nominee must include a majority of the shares held by non-controlling shareholders who do not have a conflict of interest (referred to in the Companies Law as a personal interest) (other than a conflict of interest that does not derive from ties with a controlling shareholder) in the election of that nominee that are voted at the meeting, excluding abstentions; or

the total number of shares held by non-controlling, non-conflicted shareholders (as described in the previous bullet-point) voted against the election of that nominee must not exceed two percent (2%) of the aggregate voting rights in our Company.

A controlling shareholder is any shareholder that has the ability to direct a companys activities (other than by means of being a director or office holder of the company). For these purposes, a shareholder is deemed to be a controlling shareholder if it possesses, by itself or together with others, one-half or more of any one of the means of control of the company. Means of control is defined as either (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors or the chief executive officer of the company.

A personal interest of a shareholder under the Companies Law (i) includes an interest of any members of the shareholders (or the shareholders spouses) immediate family (or spouses of such family members) or an interest of a company with respect to which the shareholder (or such a family member thereof) serves as a director or the chief executive officer, owns at least 5% of the shares or has the right to appoint a director or the chief executive officer; and (ii) excludes an interest arising solely from the ownership of ordinary shares of the company. For purposes of the vote on Proposal 2, a personal interest also excludes any personal interest that does not derive from ties with a controlling shareholder. In determining whether a vote cast by proxy is disinterested, a personal interest of a proxy holder is also considered and will cause that vote to be excluded from the disinterested vote, even if the shareholder granting the proxy does not have a personal interest in the matter being voted upon.

Under Proposal 2, a controlling shareholder and a shareholder that has a conflict of interest are qualified to participate in the vote on the election of the external director nominees. However, the vote of a controlling or conflicted shareholder will not then be counted towards the majority requirement described in the first bullet point above and will not count towards the 2% threshold described in the second bullet point above.

For Proposal 2, a shareholder must inform our Company before the vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder has a conflict of interest in the election of each nominee, and failure to do so disqualifies the shareholder from participating in the vote on that nominee.

In order to confirm that you lack a conflict of interest in the election of each nominee, and to therefore be counted towards the special majority required for the election of that nominee as an external director, you must check the box for that nominee under

Proposal/Item 2C

on the accompanying proxy card when you record your vote on Proposal 2. There are two boxes under

, one for each of Proposal 2a (reelection of Victor Leventhal) and Proposal 2b (election of Haim Shani). You must check both boxes to confirm that you are not conflicted in the election of either nominee and to be counted towards the special majority required for the election of each such nominee.

If you believe that you, or a related party of yours, is a controlling shareholder or has such a conflict of interest and you wish to participate in the vote for or against election of the nominee(s) (as appropriate), you should not check the relevant box(es) under

on the enclosed proxy card and you should not vote on the election of the relevant nominee(s) under Proposal 2 via the proxy card. Instead, you should contact our Vice President of Investor Relations by telephone at 952-294-3416 or by email at sglenn@stratasys.com, who will provide you with a separate proxy card that is designed for you so that you can submit your vote on the relevant nominee(s). In that case, your vote will be counted towards the ordinary majority required for the election of the nominee(s), but will not be counted towards the special majority required for election of that nominee. If you hold your shares in street name (i.e., shares that are held through a bank, broker or other nominee) and believe that you are a controlling shareholder or have a conflict of interest, you may also contact the representative managing your account, who can then contact our Vice President of Investor Relations on your behalf.

If you provide specific instructions (i.e., mark boxes), your shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions, your shares will generally be voted in accordance with the recommendations of our Board. For Proposal 2, if you do not mark any boxes (including the boxes confirming that you lack a conflict of interest) on the proxy card, your shares will not be voted on that proposal. The proxy holders will vote in their discretion on any other matters that properly come before the Annual Meeting. If you are a shareholder of record and do not return your proxy card, your shares will not be voted.

If you hold shares beneficially in street name, the result will be different. If you do not return the proxy card, your broker may vote your shares in certain circumstances and on certain proposals. Generally, brokers may vote shares they hold for you in their own discretion on the proposals to ratify the selection of an independent registered public accounting firm and certain other routine matters, if you do not give them instructions on how to vote. Brokers may not, however, vote your shares in their discretion on the proposals to elect or re-elect, as applicable, the individuals to serve as directors and/or external directors of our Company, or to approve annual compensation packages to the independent (including external) directors.

Where brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions (commonly referred to as broker non-votes), those shares will be included in determining the presence of a quorum at the Annual Meeting, but are not considered present for the purposes of voting on, and do not impact the outcome of the voting on, the subject proposal(s).

What shares can I vote?

Our only class of stock outstanding is our ordinary shares, nominal value New Israeli Shekels (NIS) 0.01 per share (

ordinary shares

). Each ordinary share outstanding as of the close of business on the record date, April 5, 2016, is entitled to one vote on all items of business at the Annual Meeting. You may vote all ordinary shares you owned at that time, which may be (a) shares held directly in your name as the shareholder of record or (b) shares held for you as beneficial owner through a broker, trustee or other nominee, such as a bank. On the record date, there were 52,106,858 ordinary shares outstanding and 112 shareholders of record. The closing price of the ordinary shares on that date, as quoted on the NASDAQ Global Select Market, was US$27.15.

How can I vote my shares in person at the Annual Meeting?

Shares held in your name as the shareholder of record may be voted on a ballot that we will provide to you at the Annual Meeting. Shares held beneficially in street name may be voted on a ballot only if you bring (i) proof that you owned the shares in your brokerage, trustee or nominee account as of the record date and (ii) a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we...


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