As described above, the Company held the Annual Meeting on October 19, 2023. The shareholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 13, 2023. Of the 131,139,353 shares outstanding as of the record date, 90,194,009 shares, or 68.77%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.
Proposal No. 1: To elect each of Mr. Kenneth I. Moch and Mr. Jeremy Blank to serve as a Class II director of the Company, and to hold office until the close of business of the annual general meeting of shareholders to be held in 2026 and until their respective successors are duly elected and qualified, or until such individual’s earlier resignation or retirement. The votes were cast as follows:
| Name | | Votes For | | | Votes
Against | | | Abstained | |
| Kenneth I. Moch | | | 59,005,888 | | | | 10,708,288 | | | | 529,029 | |
| Jeremy Blank | | | 63,823,129 | | | | 5,788,112 | | | | 631,964 | |
Broker Non-Votes: 19,950,804
Both nominees were elected.
Proposal No. 2: To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024. The votes were cast as follows:
| | Votes For | | | Votes
Against | | | Abstained | |
| Ratification of Appointment of Auditors | | | 84,569,847 | | | | 4,789,244 | | | | 834,918 | |
Broker Non-Votes: None.
The proposal passed.
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Proposal No. 3: To approve an amendment to the Company’s compensation policy for its office holders. The votes were cast as follows:
| | Votes For | | | Votes
Against | | | Abstained | |
| Amendment to the Company’s Compensation Policy for its office holders | | | 51,353,573 | | | | 16,254,356 | | | | 2,635,276 | |
Broker Non-Votes: 19,950,804
As required by Israeli law, Proposal 3 was also approved by shareholders holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders and did not have a personal interest in such proposal.
The proposal passed.
Proposal No. 4: To approve compensation terms and equity awards for Abigail Jenkins, the Company’s Director, President and Chief Executive Officer. The votes were cast as follows:
| | Votes For | | | Votes
Against | | | Abstained | |
| CEO Compensation Package and Special Bonus | | | 51,835,171 | | | | 16,019,623 | | | | 2,388,411 | |
Broker Non-Votes: 19,950,804
The proposal passed.
Proposal No. 5: To approve amendments to the non-executive directors’ compensation. The votes were cast as follows:
| | Votes For | | | Votes
Against | | | Abstained | |
| Amended Non-Executive Directors’ Compensation | | | 52,101,866 | | | | 15,806,811 | | | | 2,334,528 | |
Broker Non-Votes: 19,950,804
The proposal passed.
Proposal No. 6: To approve the increase in the Company’s authorized share capital from NIS 2,250,000, divided into 225,000,000 ordinary shares to NIS 3,250,000, divided into 325,000,000 ordinary shares via the adoption of an amendment to Article 5.1.1 of the Company’s current Articles of Association. The votes were cast as follows.
| | Votes For | | | Votes
Against | | | Abstained | |
| Amendment of Articles of Association | | | 43,572,136 | | | | 26,402,792 | | | | 268,277 | |
Broker Non-Votes: 19,950,804
The results were in line with the recommendation made by the Company’s board of directors. The proposal passed.
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