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CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04fPv1jheŠ 200FDMqk04fPv1jh RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend 26-Mar-2012 17:29 EST 229899 TX 86 2* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES None. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Our board of directors approved eight programs to repurchase ordinary shares. The first program was announced on October 28, 2003, and ended on August 24, 2004, and authorized the repurchase of up to $200 million of our ordinary shares. The second program was announced on October 28, 2004, and ended on May 31, 2005, and authorized the repurchase of up to $200 million of our ordinary shares. The third program was announced on July 25, 2005, and ended on May 18, 2006, and authorized the repurchase of up to $200 million of our ordinary shares. The fourth program was announced on May 22, 2006, and ended on March 5, 2008, and authorized the repurchase of up to $600 million of our ordinary shares. The fifth program was announced on March 26, 2008, and authorized the repurchase of up to $400 million of our ordinary shares. The sixth program was announced on January 27, 2010, and authorized the repurchase of up to $250 million of our ordinary shares. The seventh program was announced on February 3, 2011, and authorized the repurchase of up to $300 million annually of our ordinary shares following the approval of our consolidated financial statements for the year ended December 31, 2010. The eighth program was announced on February 2, 2012, and authorized the repurchase of up to $300 million annually of our ordinary shares following the approval of our consolidated financial statements for the year ended December 31, 2011. During 2011, we used $300.0 million to repurchase approximately 5.6 million ordinary shares which were repurchased under the six and seventh programs, as described above. The table below provides detailed information. Period (a) Total Number of Ordinary Shares Purchased (b) Average Price per Ordinary Share (c) Total Number of Ordinary Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Amount Available for Repurchase under the Plans or Programs (in thousands) January 1 – January 31 ........... N/A N/A N/A $381,411 February 1 – February 28 ......... 1,253,700 $49.32 1,253,700 $319,557 March 1 – March 31 ............. 266,195 $49.37 266,195 $306,411 April 1 – April 30 ............... 295,400 $53.40 295,400 $290,632 May1–May31 ................ 1,045,900 $54.65 1,045,900 $233,463 June 1 – June 30 ................ 38,181 $53.72 38,181 $231,411 July 1 – July 31 ................. 263,971 $59.41 263,971 $215,725 August 1 – August 31 ............ 1,106,634 $54.89 1,106,634 $156,411 September 1 – September 30 ...... N/A N/A N/A $156,411 October 1 – October 31 .......... 40,000 $59.16 40,000 $154,044 November 1 – November 30 ...... 1,140,506 $56.97 1,140,506 $ 89,063 December 1 – December 31 ....... 141,200 $54.18 141,200 $ 81,411 Total ......................... 5,591,687 $53.64 5,591,687 N/A ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. 86
CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04fPw@o7ÆŠ 200FDMqk04fPw@o7 RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend 26-Mar-2012 17:29 EST 229899 TX 87 2* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C ITEM 16G. CORPORATE GOVERNANCE As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules. We do not comply with the NASDAQ requirement that an issuer listed on the NASDAQ Global Select Market have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting stock. Our articles of association, consistent with the Israeli Companies Law, provide that the quorum requirements for an adjourned meeting are the presence of a minimum of two shareholders present in person. As such, our quorum requirements for an adjourned meeting do not comply with the NASDAQ requirements and we instead follow our home country practice. As a foreign private issuer listed on the NASDAQ Global Select Market, we may also follow home country practice with regard to, among other things, composition of the board of directors, director nomination process and regularly scheduled meetings at which only independent directors are present. In addition, we may follow our home country practice, instead of the NASDAQ Global Select Market rules, which require that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead of NASDAQ rules must submit to NASDAQ in advance a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports <strong>file</strong>d with the Securities and Exchange Commission or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules. See Item 6 “Directors, Senior Management and Employees – Board Practices” and Item 10 “Additional Information – Articles of Association and Israeli Companies Law” for a detailed description of the significant ways in which the registrant’s corporate governance practices differ from those followed by U.S. companies under the listing standards of the NASDAQ Global Select Market. 87
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