RADA Electronic Industries : 2020 Proxy Card

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of

May 2021

RADA ELECTRONIC INDUSTRIES LIMITED

(Name of Registrant)

7 Giborei Israel Street, Netanya 4250407, Israel

(Address of Principal Executive Office)

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☒ Form 40-F☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_____________

RADA ELECTRONIC INDUSTRIES LTD.

EXPLANATORY NOTE

The following exhibits are attached:

1. RADA Electronic Industries Ltd. Proxy Statement for the Annual General Meeting of Shareholders to be held June 23, 2021.
2. Form of RADA Electronic Industries Ltd. Proxy Card.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Rada Electronic Industries Ltd. (Registrant)

By: /s/ Dov Sella

Dov Sella

Chief Executive Officer

Date: May 19, 2021

EXHIBIT INDEX

EXHIBIT

NO.DESCRIPTION

1. RADA Electronic Industries Ltd. Proxy Statement for the Annual General Meeting of Shareholders to be held June 23, 2021.
2. Form of RADA Electronic Industries Ltd. Proxy Card.

Exhibit 99.1

RADA ELECTRONIC INDUSTRIES LTD.

7 Giborei Israel Street

Netanya 4250407, Israel

NOTICE OF 2021 ANNUAL

GENERAL MEETING OF SHAREHOLDERS

RADA Electronic Industries Ltd. Shareholders:

We cordially invite you to our 2021 Annual General Meeting of Shareholders, or the Meeting, to be held at 10:00 a.m. (Israel time) on Wednesday, June 23, 2021 at our offices at 7 Giborei Israel Street, Netanya, Israel, for the following purposes:

1. to re-elect five (5) directors, each for a term expiring at our 2022 Annual General Meeting of Shareholders;
2. to approve the amendments of our existing Articles of Association as marked in the Form attached as Annex Ato the Proxy Statement accompanying this Notice;
3. to approve certain amendments to our Compensation Policy mainly with respect to the terms of payment of the annual performance bonus to our CEO, the grant of long-termequity-based compensation to our directors and the terms of the D&O insurance;
4. to approve the terms of service including a grant of options to purchase our shares to all of our directors (other than the External Directors);
5. to approve the amendment of the terms of employment of Mr. Dov Sella, our Chief Executive Officer;
6. to approve the reservation of additional Ordinary Shares under our U.S. Taxpayers Appendix to our 2015 Share Option Plan; and
7. to ratify and approve the reappointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent registered public accountants for the year ending December 31, 2021 and to authorize our Board of Directors to determine their compensation based on the recommendation of our Audit Committee.

In addition, our auditor's report and consolidated financial statements for the year ended December 31, 2020 will be reviewed and discussed at the Meeting.

Shareholders of record at the close of business on May 14, 2021 are entitled to notice of, and to vote at, the Meeting.

Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United

States.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, or AST, 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.

If your shares are held in a brokerage account or by a trustee or nominee, or through a member of the Tel Aviv Stock Exchange, or the TASE, 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 nominee, or TASE member 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 or, if your shares are held by a TASE member, provide a certificate from your bank or your broker as to the number of shares owned by you at the record date.

If your shares are held via the Israeli registrar for trading on the Tel Aviv Stock Exchange, you should deliver or mail (via registered mail) your completed proxy to the offices of our company together with a proof of ownership issued by your broker (ishur baalut), as of the record date. Alternatively, you may vote ordinary shares of our company electronically via MAGNA, the electronic voting system of the Israel Securities Authority (the "ISA"), up to 11:59 p.m. (Israel time) on June 20,2021. You should receive instructions about electronic voting from your broker.