{"url_path":"/sec/chkp/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1015922/0001178913-26-001932-index.html","accession_number":"0001178913-26-001932","cik":"0001015922","ticker":"CHKP","issuer_name":"CHECK POINT SOFTWARE TECHNOLOGIES LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015922/0001178913-26-001932-index.html","primary_entity_key":"0001015922","primary_entity_name":"CHECK POINT SOFTWARE TECHNOLOGIES LTD"},"word_count":577,"has_tables":true,"body_markdown":"ITEM 16G.   CORPORATE GOVERNANCE\n\n \n\nAs a foreign private issuer whose shares are listed on the Nasdaq,\nwe are permitted to follow certain home country corporate governance practices instead of certain requirements of the Nasdaq Marketplace\nRules (each a “Nasdaq Rule” and together the “Nasdaq Rules”).\n\n \n\nWe do not comply with the Nasdaq rule that an issuer listed on\nthe Nasdaq have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting\nstock. Our articles of association, consistent with the Israeli Companies Law, provide that the quorum requirements for an adjourned meeting\nare the presence of a minimum of two shareholders present in person. As such, our quorum requirements for an adjourned meeting do not\ncomply with the Nasdaq Rules and instead follow our home country practice.\n\n \n\nIn addition, we do not follow the Nasdaq Marketplace Rule, requiring\nthat we obtain shareholder approval for the establishment of amendment to certain equity-based compensation plans and arrangements. Under\nIsraeli law and practice, the approval of the board of directors is required for the establishment or amendment of compensation plans\nand arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder, in which case compensation committee\nor audit committee and shareholder approval are also required. We follow our home country law and therefore require board approval only\nfor establishing or amending equity-based compensation plans and arrangements, unless the arrangement is for the benefit of a director\nor a controlling shareholder.\n\n \n\n \n\nAs a foreign private issuer listed on the Nasdaq, we may also\nfollow home country practice with regard to, among other things, composition of the board of directors, compensation practices and compensation\ncommittee practices, director nomination process and regularly scheduled meetings at which only independent directors are present. In\naddition, we may follow our home country practice, instead of the Nasdaq Rules, which require that we obtain shareholder approval for\ncertain dilutive events, such as for an issuance that will result in a change of control of the company, certain transactions other than\na public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another\ncompany. A foreign private issuer that elects to follow a home country practice instead of Nasdaq Rules must submit to Nasdaq in advance\na written statement from independent counsel in such issuer’s home country certifying that the issuer’s practices are not\nprohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the\nSEC or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead\nof any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate\ngovernance rules.\n\n \n\nSee Item 3.D. “Key Information – Risk factors –\nRisks Related to Our Operations In Israel – As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market,\nwe may follow certain home country corporate governance practices instead of certain Nasdaq requirements”, Item 6 “Directors,\nSenior Management and Employees – Board Practices” and Item 10 “Additional Information – Articles of Association\nand Israeli Companies Law” for a detailed description of the significant ways in which the registrant’s corporate governance\npractices differ from those followed by U.S. companies under the listing standards of the Nasdaq Global Select Market."}