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Actionable news in FOMX: FOAMIX PHARMACEUTICALS Ltd. ORDINARY SHARES,

Foamix: 2 Holzman Street, Weizmann Science Park Rehovot, Israel

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

______________________________

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL

________________________________

Dear Shareholders:

We cordially invite you to attend the annual general meeting of shareholders, or the Meeting, of Foamix Pharmaceuticals Ltd., or the Company, to be held at 3:00 p.m. (Israel time) on Monday April 18 2016, at our offices located at 12 Hamada St. (Entrance A), Weizmann Science Park, Rehovot, Israel.

At the Meeting, shareholders will be asked to consider and vote on the following proposed resolutions (eac h a “Proposal”):

(1)

Appoint Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an Independent registered public accounting firm, as our independent registered public accounting firm for the year ending December 31, 2016, and authorize the Board to determine the compensation of the auditors;

(2)

Approve the following resolutions with regard to the compensation of Dr. Dov Tamarkin, our Chief Executive Officer:

(a)

grant Dr. Tamarkin a cash bonus of $181,837 for the year ended December 31, 2015, based on the achievement of the goals set and evaluated by our Compensation Committee;

(b)

increase Dr. Tamarkin’s annual base salary to $385,000, effective November 1, 2015; and

(c)

award Dr. Tamarkin 100,000 options under the Company’s 2015 Israeli Share Incentive Plan.

(3)

Approve Dr. Tamarkin’s (a) annual cash bonus for the year ending December 31, 2016, up to a maximum amount of $231,000, subject to achieving the key performance indicators detailed in the enclosed Proxy Statement, and (b) an additional special cash bonus, for the year ending December 31, 2016, in an amount of up to $231,000, upon unique success beyond expectations in achieving certain goals that are further described in the enclosed Proxy Statement, in each case, subject to the recommendations of the Company’s Compensation Committee and the Board approval.

(4)

Approve the following resolutions with regard to the compensation of Meir Eini, Chairman of the Board and Chief Innovation Officer:

(a)

grant Mr. Eini a cash bonus of $200,777 for the year ended December 31, 2015, based on the achievement of the goals set and evaluated by our Compensation Committee;

(b)

increase Mr. Eini’s annual base salary to $369,000, effective November 1, 2015; and

(c)

award Mr. Eini 55,000 options under the Company’s 2015 Israeli Share Incentive Plan.

(5)

Approve Mr. Eini’s (a) annual cash bonus for the year ending December 31, 2016, up to a maximum amount of $184,500, subject to achieving the key performance indicators detailed in the enclosed Proxy Statement, and (b) an additional special cash bonus, for the year ending December 31, 2016, in an amount of up to $184,500, upon unique success beyond expectations in achieving certain goals that are further described in the enclosed Proxy Statement, in each case, subject to the recommendations of the Company’s Compensation Committee and the Board approval.

All of the above compensation components, including the key performance indicators for determining the bonus for 2016, were approved by our Compensation Committee and by our Board and are consistent with our Compensation Policy for Officers and Directors (2015), also referred to as the Compensation Policy.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE PROPOSALS THAT ARE FURTHER DESCRIBED IN THE ENCLOSED PROXY STATEMENT.

At the Meeting, we will also discuss our financial statements for the year ended December 31, 2015, and transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

Shareholders of record and beneficial owners of our ordinary shares at the close of business on March 15, 2016 are entitled to notice of and to vote at the Meeting.

The vote of all Company shareholders is important regardless of whether they attend the Meeting. Accordingly, we urge you to read the attached proxy statement and vote your shares promptly, regardless of the number of shares you own.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered to be, with respect to those shares, a shareholder of record, and these proxy materials are being sent directly to you by us. We have enclosed a proxy card for your use. You are also invited to attend the Meeting, and shares held in your name as the shareholder of record may be voted on a ballot that we will provide to you at the Meeting.

If your shares are held in a brokerage account or by a trustee or nominee, you are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee that holds your shares, or by an agent hired by them, explaining how to direct the broker, trustee or nominee to vote your shares. You are also invited to attend the Meeting, but since a beneficial owner is not the shareholder of record, you may not vote these shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.

Shareholders of record, who do not expect to attend the Meeting in person, are kindly requested to mark, date, sign and mail the enclosed proxy card in the accompanying pre-addressed, postage paid envelope as promptly as possible to our address below, c/o Ilan Hadar, our Chief Financial Officer, or CFO. If voting by mail, the proxy must be received by our CFO at our registered office at least 48 hours prior to the Meeting (that is, by 3:00 p.m. (Israel time), April 16, 2016) to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.

Shareholders who hold their shares in “street name” (that is, through a broker, trustee or other nominee), who do not expect to attend the Meeting in person, may vote their shares by following the voting instruction form provided to them by their broker, trustee or nominee and mailing the proxy card as further explained in the relevant instruction form. Beneficial owner of shares held in “street name” may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to their brokers, trustees or nominees by other means, if so indicated on their voting instruction form.

Approval of each Proposal above requires the majority of the voting power present and voting at the Meeting or at any adjournment thereof.

In addition, approval of Proposals 2 and 3 requires that either of the following two voting requirements be met as part of the approval by an ordinary majority of shares present and voting thereon:

approval by a majority of the ordinary shares held by non-controlling shareholders who do not have a personal interest in the approval of the Proposal that are voted at the Meeting, excluding abstentions; or

the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the Proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.

Please see the discussion under “—Vote Required for Approval of Each of the Proposals” in the proxy statement attached to this notice for the definition of the terms “controlling shareholder” and a shareholder having a “personal interest” with regard to Proposals 2 and 3, as well as for instructions as to how to vote in the event that you possess a personal interest in the approval of any Proposal.

An electronic copy of the enclosed proxy materials will also be available for viewing at the “Investor Relations” section of our website, www.foamix.co.il. The full text of the proposed resolutions, together with the form of proxy card for the Meeting, may also be viewed beginning on the date hereof at the registered office of the Company at 2 Holzman Street, Weizmann Science Part, Rehovot, Israel, from Sunday to Thursday (excluding holidays), 10:00 a.m. to 5:00 p.m. (Israel time). This notice, the enclosed proxy statement and a related form of proxy card are also being furnished to the U.S. Securities and Exchange Commission, or the SEC, in a report on Form 6-K, which may be obtained for free from the SEC’s website at www.sec.gov or at our Company’s website at www.foamix.co.il under the tab “—Investors – SEC Filings”. Our telephone number at our registered office is +972-8-9316233.

Sincerely,

/s/ Meir Eini

Chairman of the Board of Directors

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors, or the Board, of Foamix Pharmaceuticals Ltd., to which we refer as Foamix or the Company, to be voted at the annual general meeting of shareholders, or the Meeting, and at any adjournment thereof, pursuant to the accompanying notice of the annual general meeting of shareholders. The Meeting will be held at 3:00 p.m. (Israel time) on Monday, April 18, 2016, at our offices located at 12 Hamada St. (Entrance A), Weizmann Science Park, Weizmann Science Park, Rehovot, Israel.

This proxy statement, the attached notice of the annual general meeting of shareholders and the enclosed proxy card are being made available to holders of Foamix ordinary shares, on or about March 9, 2016.

You are entitled to notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on March 15, 2016, the record date for the Meeting. You can vote your shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

Agenda Items

The Meeting is being called to consider and vote on the following proposed resolutions (each a “Proposal”):

(1)

(b)

(c)

Approve Dr. Tamarkin’s (a) annual cash bonus for the year ending December 31, 2016, up to a maximum amount of $231,000, subject to achieving the key performance indicators detailed in this Proxy Statement, and (b) an additional special cash bonus, for the year ending December 31, 2016, in an amount of up to $231,000, upon unique success beyond expectations in achieving certain goals that are further described in this Proxy Statement, in each case, subject to the recommendations of the Company’s Compensation Committee and the Board approval.

(4)

(5)

Approve Mr. Eini’s (a) annual cash bonus for the year ending December 31, 2016, up to a maximum amount of $184,500, subject to achieving the key performance indicators detailed in this Proxy Statement, and (b) an additional special cash bonus, for the year ending December 31, 2016, in an amount of up to $184,500, upon unique success beyond expectations in achieving certain goals that are further described in this Proxy Statement, in each case, subject to the recommendations of the Company’s Compensation Committee and the Board approval.

All of the above compensation components, including the key performance indicators for determining the bonus for 2016, were approved by our Compensation Committee and by our Board and are consistent with our Compensation Policy.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “

” EACH OF THE ABOVE PROPOSALS.

Quorum

On March 7, 2016, we had 30,639,134

ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on the record date, March 15, 2016, is entitled to one vote upon 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,

that they hold shares representing at least twenty five percent (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 for one week to the same day, time and place, unless such day shall fall on a statutory holiday (either in Israel or in the United States), in which case the meeting will be adjourned to the first business days afterwards. At such adjourned meeting the presence of at least two shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.

Approval of each Proposal requires the majority of the voting power present and voting at the Meeting or at any adjournment thereof.

For purposes of Proposals 2 and 3, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or other office holder of the Company). A person is presumed to be a controlling shareholder (a) if it holds or controls, by itself or together with others, 50% or more of any one of the “means of control” of the Company, or (b) if it holds or controls, by itself or together with others who also possess a personal interest in the approval of the same transaction, 25% or more of the voting rights in the Company if no other shareholder holds or controls more than 50% of the voting rights in the Company. “Means of control” is defined under Israeli law as any one of the following: (i) the right to vote at a general meeting of the Company, or (ii) the right to appoint directors of the Company or its chief executive officer.

We are unaware of any shareholders that would be deemed to be a controlling shareholder of our Company as of the current time for purposes of Proposals 2 and 3.

A “personal interest” of a shareholder, for purposes of Proposals 2 and 3, includes the interest of any members of the shareholder’s immediate family (or spouses thereof) 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, but excludes (a) a personal interest that does not derive from a shareholder’s ties with a controlling shareholder; and (b) an interest arising solely from the ownership of Ordinary Shares of the Company. In determining whether a vote cast by proxy is disinterested, the “personal interest” of the 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.

A controlling shareholder and a shareholder that has a personal interest are qualified to participate in the vote on the proposals;

however

, with respect to Proposals 2 and 3, the vote of such shareholders may not 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.

Please Note

: according to the recent ruling of the Israeli court, a shareholder must

positively inform

the Company whether or not such shareholder has a personal interest in a proposal which is subject to approval by a majority vote of disinterested shareholders, as in the case of Proposals 2 and 3. Your failure to check the box on the proxy card indicating that you have

no personal interest

will therefore require the Company to assume that you have a personal interest in Proposals 2 and 3 and disqualify your vote on such proposals.

We may no longer assume that a shareholder who signs and returns a proxy card without a specific indication as to the lack of personal interest of such shareholder has no personal interest with respect to Proposals 2 and 3. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal interest and you wish to participate in the vote on Proposals 2 and 3, you should not indicate in the appropriate box that there exists no personal interest on the enclosed proxy card. 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 possess a personal interest in the approval of either proposal, you may also contact the representative managing your account, who could then contact our CFO on your behalf.

You can vote your shares by attending the Meeting or by completing and signing a proxy card. If you are a shareholder of record, that is, your shares are registered directly in your name with our...


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