SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant  ☐

 

Check the appropriate box:

 

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Preliminary Proxy Statement
☐Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

 

MY SIZE, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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No fee required.
  
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MY SIZE, INC.

 

NOTICE OF ANNUAL MEETING

 

AND

 

PROXY STATEMENT

 

Meeting to be held on June 4, 2018,August 10, 2020, at 4:00 p.m.10 a.m. (local time)

 

At the Offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel

MY SIZE, INC.

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

TO BE HELD ON JUNE 4, 2018AUGUST 10, 2020

 

An annual meeting (the “Annual Meeting”) of stockholders of My Size, Inc. (the “Company”) will be held on June 4, 2018,August 10, 2020, at the offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel at 4:00 p.m.10 a.m. (local time), to consider the following proposals:

 

1.Election of fivefour directors to serve on the Company’s Boardboard of Directors (the “Board”)directors until the 20192021 annual meeting of stockholders or until their successors are elected and qualified;

 

2.Approval of an amendment to the My Size, Inc. 2017 Equity Incentive Plan (“2017 Plan”) to increase the reservation of common stock for issuance thereunder to 3,000,0001,450,000 shares from 2,000,000200,000 shares.

 

3.Approval ofTo approve, on an amendment toadvisory basis, the My Size, Inc. 2017 Consultant Equity Incentive Plan (“2017 Consultant Plan”) to increase the reservation of common stock for issuance thereunder to 7,000,000 shares from 4,500,000 shares.company’s executive compensation.

 

4.To ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2018;2020; and

 

5.To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

 

BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUAL MEETING IN PERSON OR BY PROXY.

 

These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your Boardboard of Directorsdirectors recommends a vote “FOR” Proposals 1, 2, 3, and 4. The Company intends to mail the Proxy Statement and Proxy Card enclosed with this notice on or about May 22, 2018June 17, 2020 to all stockholders entitled to vote at the Annual Meeting. Only stockholders of record at the close of business on April 9, 2018June 12, 2020 (the “Record Date”) will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual business hours, for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.

If you have any questions or need assistance voting your shares, please call Kingsdale Advisors at:

 

Strategic Shareholder Advisor and Proxy Solicitation Agent

745 Fifth Avenue, 5th Floor, New York, NY 10151

North American Toll Free Phone:

1-855-683-3113

Email: contactus@kingsdaleadvisors.com

Call Collect Outside North America: 416-867-2272

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 4, 2018.August 10, 2020. The Proxy Statement is available at: http:https://www.vstocktransfer.com/proxy.ir.mysizeid.com/general-meetings/.

 

 By Order of the Board of Directors
  
 /s/ Eliyahu WallesRonen Luzon
 Eliyahu WallesRonen Luzon
 

ChairmanMember of the Board of Directors

June 15, 2020

 

WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.

 

TABLE OF CONTENTS

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS-1-1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS1
PROPOSAL ONE – RE-ELECTION OF DIRECTORS5
PROPOSAL TWO – APPROVAL OF AN AMENDMENT TO THE MY SIZE, INC. 2017 EQUITY INCENTIVE PLAN10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT16
EXECUTIVE COMPENSATION AND OTHER INFORMATION17
PROPOSAL THREE – APPROVAL OF COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS21
PROPOSAL FOUR – APPROVAL OF AND RATIFICATION OF THE RE-APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS22
REPORT OF THE AUDIT COMMITTEE22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE23
ANNUAL REPORT23
OTHER MATTERS23

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My Size, Inc.

3 Arava St., pob 1026

Airport City, Israel, 7010000

 

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

August 10, 2020

 

This Proxy Statement is furnished in connection with the solicitation of proxies by the Boardboard of Directorsdirectors of My Size, Inc. (“My Size”, the “Company”, “we”, “us”, or “our”) to be voted at the Annual Meeting of stockholders (“Annual Meeting”) which will be held on August 10, 2020 at the offices of the Company’s legal counsel, Barnea Jaffa Lande & Co Law Offices, at 58 HaRakevet St., Tel Aviv 6777016, Israel at 4:00 p.m.10.00 a.m. (local time), and at any postponements or adjournments thereof. The proxy materials will be mailed to stockholders on or about May 22, 2018.June 17, 2020.

 

REVOCABILITY OF PROXY AND SOLICITATION

 

Any stockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Annual Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation of proxies. In addition, we have retained Kingsdale Advisors (“Kingsdale”) to assist in the solicitation of proxies for a fee of $10,000 plus telephone solicitation fees and reimbursement of other expenses.

If you have any questions or require any assistance with completing your proxy, please contact Kingsdale by telephone (toll-free within North America) at 1-855-683-3113 or (call collect outside North America) at 416-867-2272 or by email at contactus@kingsdaleadvisors.com.

 

RECORD DATE

 

Stockholders of record at the close of business on April 9, 2018June 12, 2020 (the “Record Date”), will be entitled to receive notice of, attend and vote at the meeting.

 

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

 

Why am I receiving these materials?

 

The Company has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the Annual Meeting. These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision.

 

What is included in these materials?

 

These materials include:

 

●this Proxy Statement for the Annual Meeting;

 

●the Proxy Card or vote instruction form for the Annual Meeting; and

 

●the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2019.

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What is the Proxy Card?

 

The Proxy Card enables you to appoint Ronen Luzon, our Chief Executive Officer, and Or Kles, our Chief Financial Officer, as your representative at the Annual Meeting. By completing and returning a Proxy Card, you are authorizing each of Mr. Luzon and Mr. Kles, to vote your shares at the Annual Meeting in accordance with your instructions on the Proxy Card. This way, your shares will be voted whether or not you attend the Annual Meeting.

  

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What is the purpose of the Annual Meeting?

 

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) election of fivefour directors to serve on the Company’s Boardboard of directors until the 20192021 annual meeting of stockholders or until their successors are elected and qualified; (ii) approval of an amendment to the 2017 Plan to increase the reservation of common stock for issuance thereunder to 3,000,0001,450,000 shares from 2,000,000200,000 shares; (iii) the approval, on an advisory basis, of an amendment to the 2017 Consultant Plan to increase the reservation of common stock for issuance thereunder to 7,000,000 shares from 4,500,000 shares;company’s executive compensation; and (iv) ratification of the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2018.2020.

 

What constitutes a quorum?

 

The presence at the meeting, in person or by proxy, of the holders of one third of the number of shares of common stock issued and outstanding on the record dateRecord Date will constitute a quorum permitting the meeting to conduct its business. As of the Record Date, there were 29,257,0387,146,155 shares of the Company’s Common Stockcommon stock issued and outstanding, each share entitled to one vote at the meeting (the “Voting Stock”).meeting. Thus, the presence of the holders of 9,752,3462,382,052 shares of Common Stockcommon stock will be required to establish a quorum. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

 

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

 

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.

 

Stockholder of Record

 

If on April 9, 2018,June 12, 2020, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered a stockholder of record with respect to those shares, and the Notice of Annual Meeting and Proxy Statement was sent directly to you by the Company. As the stockholder of record, you have the right to direct the voting of your shares by returning the Proxy Card to us. Whether or not you plan to attend the Annual Meeting, please complete, date, sign and return a Proxy Card to ensure that your vote is counted.

 

Beneficial Owner of Shares Held in Street Name (non-Israeli brokerage firm, bank, broker-dealer, or other nominee holders)

 

If on April 9, 2018,the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting and Proxy Statement was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.

  

How do I vote?

 

Stockholders of Record.If you are a stockholder of record, you may vote by any of the following methods:

 

●By Internet. You may submit your proxy from any location in the world by following the internet voting instructions on the proxy card accompanying the proxy statement;

●By Email.You may submit your proxy by email by following the voting instructions on the proxy card accompanying the proxy statement;

●By Mail. You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided.provided; or

 

●In Person.You may attend and vote at the Annual Meeting. The Company will give you a ballot when you arrive.

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Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote by any ofyour shares in person at the following methods:Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

●By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the pre-addressed, postage-paid envelope provided.

●In Person.If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.

 

How are Votes Counted?votes counted?

 

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors, “For,” “Withhold” and broker non-votes;non-votes and, with respect to the other proposals, votes “For” and “Against,” abstentions and broker non-votes. Broker non-votes will not be included in the tabulation of the voting results of any of the proposals and, therefore, will have no effect on such proposals.

 

What is a Broker Non-Vote?broker non-vote?

 

If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your proxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your shares as recommended by the Board.board of directors. If you doa stockholder does not provide voting instructions, yourgive timely customer direction to its broker or nominee with respect to a “non-routine” matter, the shares will notrepresented thereby (“broker non-votes”) cannot be voted on any “non-routine” proposals. This voteby the broker or nominee, but will be counted in determining whether there is called a “broker non-vote.” Because broker non-votes are not considered under Delaware law to be entitled to vote at the Annual Meeting, broker non-votes will not be included in the tabulation of the voting results of any ofquorum. Of the proposals described in this Proxy Statement, Proposals 1, 2, and therefore, will have no effect on these proposals.3 are considered “non-routine” matters. Proposal 4 is considered a “routine” matter.

 

What is an Abstention?abstention?

 

An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote at the Annual Meeting. Therefore, abstentions will have the same effect as a vote “against” each of the proposals to be presented at the Annual Meeting.

 

What happens if I do not give specific voting instructions?

 

Stockholders of Record.If you are a stockholder of record and you:you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

 

●sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters.

  

What is the required vote for each proposal?

Proposal 1: The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. The proxies cannot be voted for a greater number of persons than four.

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Proposal 2: The affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be required for approval of Proposal 2. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on this proposal because they are not “entitled to vote” on the matter.

Proposal 3: The affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be required for approval of Proposal 3. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on this proposal because they are not “entitled to vote” on the matter. The vote on executive compensation is advisory, and therefore not binding; however, our compensation committee will consider the outcome of the vote when considering future executive compensation arrangements.

Proposal 4: The affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be required for approval of Proposal 4. Stockholder ratification of the selection of Somekh Chaikin as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 is not required by our Bylaws or other applicable legal requirement; however, our board is submitting the selection of Somekh Chaikin to stockholders for ratification as a matter of good corporate practice. In the event that the stockholders do not approve the selection of Somekh Chaikin, the audit committee will reconsider the appointment of the independent registered accounting firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its stockholders. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Because this proposal is considered a “routine” matter under applicable stock exchange rules, we do not expect to receive any broker non-votes on this proposal.

What are the Board’sboard’s recommendations?

 

The Board’sboard’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Boardboard recommends a vote:

 

●“FOR” the election of all five (5) Boardfour board nominees as directors;

●“FOR” an amendment to the 2017 Plan to increase the reservation of common stock for issuance thereunder to 3,000,0001,450,000 shares from 2,000,000200,000 shares;

●

“FOR” approval, on an amendment toadvisory basis, of the 2017 Consultant Plan to increase the reservation of common stock for issuance thereunder to 7,000,000 shares from 4,500,000 shares;company’s executive compensation; and

●“FOR” ratification of the selectionappointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2018.2020.

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With respect to any other matter that properly comes before the meeting, the proxy holder will vote as recommended by the Boardboard of Directorsdirectors or, if no recommendation is given, in his own discretion.

Dissenters’ Right of Appraisal

 

Holders of shares of our common stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.

 

How are Proxy materials delivered to households?

 

Only one copy of this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.


We will deliver promptly upon written or oral request a separate copy of this Proxy Statement upon such request. If you share an address with at least one other stockholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to My Size, Inc., 3 Arava4 Hayarden St., pobPOB 1026, Airport City, Israel, 701000,7010000, Attention: Corporate Secretary.Secretary or by calling us at +972 3 600 9030.

 

When are Stockholder Proposals Due for the 20192021 Annual Meeting?

 

Any appropriate proposal submitted by a stockholder and intendedShareholders who wish to be presented atpresent proposals for inclusion in our proxy materials for the 2019 Annual Meeting2021 annual meeting of Stockholdersstockholders (the “2019“2021 Annual Meeting”) must be submitted in writing to the Company’s Secretary at 3 Arava St., pob 1026, Airport City, Israel 7010000 and received no earlier than February 4, 2019 and no later than March 6, 2019, to be includable in the Company’s proxy statement and related proxy for the 2019 Annual Meeting. However, if the date of the 2019 Annual Meeting is convened more than 30 days before, or delayedmay do so by more than 60 days after, June 4, 2019, to be considered for inclusion in proxy materials for our 2019 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s Secretary at 3 Arava St., pob 1026, Airport City, Israel 7010000 and received no earlier than February 4, 2019 and not later than March 6, 2019 or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of theprocedures prescribed in Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To be eligible, the stockholder proposals must be received by our corporate secretary on or before February 17, 2021. Although the Boardboard will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

 

Our bylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to have considered at a meeting of shareholders, but which are not included in our proxy statement for that meeting. Any appropriate proposal submitted by a stockholder and intended to be presented at the 2021 Annual Meeting must be submitted in writing to the Company’s Secretary at 4 Hayarden St., POB 1026, Airport City, Israel 7010000 and received no earlier than April 12, 2021, 2021 and no later than May 12, 2021. However, if the date of the 2021 Annual Meeting is convened more than 30 days before, or delayed by more than 60 days after, August 10, 2021, to be considered at our 2021 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s Secretary at 4 Hayarden St., POB 1026, Airport City, Israel 7010000 a stockholder proposal must be submitted in writing to the Company’s Secretary at 4 Hayarden St., pob 1026, Airport City, Israel 7010000 and received no earlier than the 120th day prior to such annual meeting and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

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A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

 

ACTIONS TO BE TAKEN AT THE MEETING

 

PROPOSAL NO. 1

 

ELECTION OF FIVEFOUR DIRECTORS TO SERVE ON THE COMPANY’S BOARD UNTIL THE 20192021 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED

 

At this Annual Meeting, five (5)four (4) persons, comprising the entire membership of the Boardboard of Directors,directors, are to be elected. Each elected director will serve until the Company’s next annual meeting of stockholders and until a successor is elected and qualified. All of the nominees currently serve on the Boardboard of Directors.directors.

 

All nominees have consented to serve if elected. We expect that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs, such proxy will be voted for the election of another nominee to be designated by the Boardboard to fill any such vacancy.

 

The term of office of each person elected as a director will continue until the next annual meeting or until his successor has been elected and qualified, or until the director’s death, resignation or removal.

 

Biographical and certain other information concerning the Company’s nominees for election to the Boardboard of Directorsdirectors is set forth below. Except as indicated below, none of our directors is a director in any other reporting companies. We are not aware of any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.


NOMINEES FOR DIRECTOR

 

Name of Nominee Age
Ronen Luzon 47
Eli Walles3749
Arik Kaufman
Kaufman*		 37
39
Oren ElmaliahElmaliah* 3436
Oron BranitzkyBranitzky* 5562

*Independent as that term is defined by the rules of the Nasdaq Stock Market.

  

NomineesNominees’ Biographies

 

Ronen Luzon — Founder, Director & Chief Executive Officer

 

Since 2006, Ronen Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market andwhich provides technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, Ltd., he held several senior marketing, sales management and professional services positions in a variety of international high tech companies including but not limited to, VP marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our Boardboard of directors because of his more than 20 years of experience in the technology sector.

 

Eli Walles – Chairman of the Board

From January 2010 until February 2014, Eli Walles served as the Marketing Manager of MS Berlin GMBH, a real estate investment company. We believe that Mr. Walles is qualified to serve as a member of our Board because of his experience in various transactions and his involvement in the Company’s business since its inception. 

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Arik Kaufman – Director

 

Arik Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial law, corporate law and capital markets and since 2016 runs his own law office in Israel. He holds ahas vast experience in the fields of financial reporting and financial regulation. Since September 2017, Mr. Kaufman serves as VP Business Development of Mor Research Applications and since November 2016 he has served as General Legal Counsel of Mor Research Applications. From December 2008 until March 2016, Mr. Kaufman served as a lawyerwas an attorney at Victor Tshuva and Co., Mr. Kaufman conducted his internshipinterned at Baratz, Horn and Co from 2007 until 2008. From January 2003 until January 2007,Co. Previously, Mr. Kaufman served as Call Center Shift Manager/Oracle CRM Implementation Team at Comverse Technology, Inc. Since February 2018, Mr. Kaufman has served as a director of Ophectra Real Estate & Investments Ltd (“Ophectra”),and, since January 2018, Mr. Kaufman has served as an external director of TechnoPlus Ventures (“TechnoPlus”) andVentures. In addition, since May 2016 he serves as a director of BGI Investments 1961 Ltd (“BGI”). In addition, since May 2016, Mr. Kaufman serves as the chairman of the audit committee of BGI, since January 2018 he has served as a member of the audit committee of TechnoPlus and since February 2018 he serves as a member of the compensation committee of Ophectra.Ltd. Mr. Kaufman holds an LLB in Law from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as a member of our Boardboard of directors based upon his experience of assisting with the completion of numerous venture capital financings, mergers, acquisitions, and strategic relationships. In addition, he has served and as a member of the board of various publicly traded companies, including companies that operate in the same industry as us.

 

Oren Elmaliah– Director

 

Oren Elmaliah, has served as a member of our board of directors since May 2017.  In September 2015, Oren Elmaliah founded Accounting Team IL and has acted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. Since February 2017, Mr. Elmaliah has served as controller of BioBlast Pharma, and since January 2017 he has served as Chief Financial Officer of Presstek Israel. In addition, since September 2015, Mr. Elmaliah has served has as an Israel Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of Chiasma. From July 2011 until August 2015, Mr. Elmaliah has served as CPA, Financial Director of CFO Director Ltd and from June 2010 until July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A in accounting/economicsAccounting/Economics and a Msc. in finance/accountingFinance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that Mr. Elmaliah is qualified to serve as a member of our Boardboard of directors because of his vast finance experience and public company management and administration his experience in the fields of finance, accounting, and financial regulation. 


Oron Branitzky – Director

 

Oron Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology. Since November 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December 2014 he served as Vice President of Sales and Marketing at Pricer AB. Pricer provides in-store, digital, shelf-edge solutionsPrior to that, enhance both store performance and the shopping experience. Mr. Branitzky built and managed a network of system integrators, resellers and subsidiaries in Europe, North America & Asia bringing the company to annual revenues of approximately $100 million. From October 1997 until December 2006, Mr. Branitzky has served as VP Marketing and Sales at Eldat Communication and from March 1994 until September 1997 he served as VP Marketing and Sales of Sarin Technologies Ltd. Since January 2015, Mr. Branitzky has served as Chairmanchairman of the Boardboard of directors of WiseShelf Ltd. , and from May 2015 until March 2016, Mr. Branitzky served as an advisory board member of ciValue. Mr. Branitzky received a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University. We believe that Mr. Branitzky is qualified to serve as a member of our Boardboard of directors because of his more than 20 years of experience in managing the sales of hi-tech solutions to retailers across the globe.

 

Family Relationships 

 

Mr. Ronen Luzon, the Chief Executive Officer and a Directormember of the Company,our board of directors, and Mrs. Billy Pardo, the Chief Product Officer of the Company,and Chief Operating Officer, are husband and wife. There are no other family relationships among any of our current or former directors or executive officers. 

 

Arrangements between Officers and Directors 

 

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer. 

 

Involvement in Certain Legal Proceedings 

 

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. 

 

Board Meetings

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The board met on 11 occasions during the fiscal year ended December 31, 2019. Each of the members of the board attended at least 75% of the meetings held by the board during the time such directors served as a member of the board. One of our directors attended our 2019 annual meeting of stockholders, either in person or telephonically.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage our directors to attend.

 

Committees of the Board 

 

Audit Committee 

 

The Company’sOur audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as Chairmanchairman of the audit committee. The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and our system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the audit committee’s composition and meetings. The audit committee charter is available on the Company’sour website www.mysizeid.com.  

Our audit committee charter details the principal functions of the audit committee, including: 

●the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

●pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

●setting clear hiring policies for employees or former employees of the independent auditors;

●setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 

 

The Boardboard of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable SEC rules. In addition, the Boardboard of directors has determined that each member of the audit committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market.

 

The Boardboard of directors has determined that Mr. Oren Elmaliah is an “audit committee financial expert” serving on its audit committee and is independent, as the SEC has defined that term in Item 407 of Regulation S-K.

  

The audit committee met on 67 occasions during the fiscal year ended December 31, 2017.2019. Each of the members of the audit committee attended at least 75% of the meetings held by the audit committee during the time such directors served as a member of the committee. 


Compensation Committee

 

The Company’sOur compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as Chairmanchairman of the compensation committee. 

The compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined without the CEO present, and other executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017 Consultant Equity Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the compensation committee’scommittee’s composition and meetings. The compensation committee charter is available on the Company’sour website www.mysizeid.com.

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Our compensation committee charter detailsis responsible for the principal functionsexecutive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions.  Our compensation committee reviews and approves corporate goals and objectives relating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those goals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee including:regarding his compensation or individual performance objectives.  Our compensation committee has the sole authority to determine our Chief Executive Officer’s compensation.  In addition, our compensation committee, in consultation with our Chief Executive Officer, reviews and approves all compensation for other officers, including the directors.  Our Chief Executive Officer and Chief Financial Officer also make compensation recommendations for our other executive officers and initially propose the performance objectives to the compensation committee.

 

●reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

The compensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside experts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.

●reviewing and approving the compensation of all of our other executive officers;

●reviewing our executive compensation policies and plans;

●implementing and administering our incentive compensation equity-based remuneration plans;

●assisting management in complying with our proxy statement and annual report disclosure requirements;

●approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●producing a report on executive compensation to be included in our annual proxy statement; and

●reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 

The BoardOur board of directors has determined that all of the members of the compensation committee are “independent” as that term is defined by the rules of the Nasdaq Stock Market.

  

The compensation committee met on 23 occasions during the fiscal year ended December 31, 2017.2019. Each of the members of the compensation committee attended at least 75% of the meetings held by the compensation committee during the time such directors served as a member of the committee. 

 

GovernanceNominating and NominationsGovernance Committee

 

The members of the nominating and corporate governance and nominations committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves as Chairmanchairman of the corporate governance and nominations committee. The governancenominating and nominations committee will be responsible for overseeing the selection of persons to be nominated to serve on our Board. Thecorporate governance and nominations committee acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the governancenominating and nominationscorporate governance committee’s composition and meetings. The governancenominating and nominationscorporate governance committee charter is available on the Company’sour website www.mysizeid.com. 

 

The Board has determined that all of the members of the governancenominating and nominations committee are “independent” as that term is defined by the rules of the Nasdaq Stock Market.

Thecorporate governance and nominations committee develops, recommends and oversees implementation of corporate governance principles for the Companyus and considers recommendations for director nominees. The governancenominating and nominationscorporate governance committee also considers stockholder recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC. Our stockholders that wish to nominate a director for election to the Boardboard of directors should follow the procedures set forth in our bylaws. See “When are Stockholder Proposals Due for the 2021 Annual Meeting?”

 

The governancenominating and nominationscorporate governance committee will consider persons identified by its members, management, stockholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons to be nominated:

 

●should be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and reputation;


●should have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and expertise; and

 

●should be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad fiduciary responsibility.

 

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The governancenominating and nominationscorporate governance committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The governancenominating and nominationscorporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Boardboard of directors members. The nominating and corporate governance committee will not distinguish among nominees recommended by stockholders and other persons.

 

Our board of directors has determined that all of the members of the nominating and corporate governance committee are “independent” as that term is defined by the rules of the Nasdaq Stock Market.

The governancenominating and nominationsgovernance committee met on 3 occasions1 occasion during the fiscal year ended December 31, 2017. Each of the members of the governance and nominations attended at least 75% of the meetings held by the governance and nominations during the time such directors served as a member of the committee.2019.

   

Compliance withDelinquent Section 16(a) of the Securities Exchange Act of 1934Reports

 

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based Based solely upon a review of Forms 3,copies of Section 16(a) reports and representations received by us from reporting persons, a Form 4 and 5 furnishedwas filed late by Ilia Turchinsky.   

Stockholder Communications with the Board of Directors

Historically, we have not provided a formal process related to us duringstockholder communications with the fiscal year ended December 31, 2017, we believeboard. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the board or individual directors, executive officers,as applicable, and greater than 10% beneficial owners have compliedthat appropriate responses are provided to stockholders in a timely manner. Stockholders or other interested parties may communicate with all applicable filing requirements during the fiscal year ended December 31, 2017, except the initial Form 3s filedany director by Oren Elmaliah, Arik Kaufman and Oron Branitzky. writing to them at My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel, 7010000, Attention: Corporate Secretary.

 

Code of Conduct and Ethics

 

We have a Code of Business Conduct and Ethics that applies to all our employees, and a Supplemental Code of Ethics that specifically applies to our Chief Executive Officer and Principal Financial Officer.employees. The text of the Code of Business Conduct and Ethics and the Supplemental Code of Ethics areis publicly available on our website at www.mysizeid.com.www.mysizeid.com. Information contained on, or that can be accessed through, our website does not constitute a part of this report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on the “Investors-Corporate Governance” section of our website at www.mysizeid.com or will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver.

 

Board Leadership Structure and Role in Risk Oversight

 

Although we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer, we currentlyhistorically have a different person serving in each such role —– until recently, Mr. Walles iswas our Chairman and Mr. Luzon is our Chief Executive Officer. The position of Chairman is currently vacant. The decision whether to combine or separate these positions depends on what our Boardboard deems to be in the long term interest of stockholders in light of prevailing circumstances. The separation of duties provides strong leadership for the Boardboard while allowing the Chief Executive Officer to be the leader of the Company, focusing on its customers, employees, and operations. Our Boardboard of Directorsdirectors believes the Company is well-served by this flexible leadership structure and that the combination or separation of these positions should continue to be considered on an ongoing basis.

 

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Anti-hedging Policy

Our insider trading policy prohibits directors, officers and other employees or contractors from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time.

Director Compensation

 

The following table sets forth compensation information for our non-employee directors for the year ended December 31, 2017.2019.

 

Name Fees
earned or
paid in
cash ($)		  Option
awards
($)(1)		  Total
($)(2)		 
Oren Elmalih(3)  9,520   565   10,085 
Oron Barnitzky(4)  11,493   565   12,058 
Arik Kaufman(5)  7,542   565   8,107 

Narrative disclosure to Director Compensation Table

Name Fees earned or paid in
cash ($)(1)		  Option
awards
($)(2)		  Total
($)		 
Oren Elmaliah  15,448   11,379   26,827 
Oron Branitzky  15,083   11,379   26,462 
Arik Kaufman  14,713   11,379   26,092 

 

(1)Fees for the years 2019 are based on average US$/NIS representative exchange rates of NIS 3.6.

(2)Amounts in this column represent the grant date fair value of options granted to the non-employee directors during 2017,2018, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, which is referred to herein as FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the non-employee directors. The assumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2017.
(2) The exchange rate is determined on the average of the Company’s fiscal year. As such, all New Israeli Shekel, or NIS, amounts have been translated into U.S. dollars as at the year ended December 31, 2017, buying rate in the City of New York for cable transfers of NIS as certified for customs purposes by the Federal Reserve Bank of New York, being US1.00 = NIS 3.600
(3) 

Mr. Elmalih’s 2017 compensation consisted of $9,368 per annum and $298 per meeting (33,726 NIS per annum plus 1,072 NIS per meeting).

(4) 

Mr. Branitzky’s 2017 compensation consisted of $9,368 per annum and $298 per meeting (33,726 NIS per annum plus 1,072 NIS per meeting).

(5) Mr. Kaufman’s 2017 compensation consisted of $9,368 per annum and $298 per meeting (33,726 NIS per annum plus 1,072 NIS per meeting). 2019.

 

Required VoteWe compensate our non-employee directors for their service as a member of our board. Mr. Luzon receives no separate compensation for board service. Mr. Luzon’s compensation is set forth below in the Summary Compensation Table.

 

A plurality of the votes cast for this proposal by holders of Voting Stock present in person or represented by proxy andEach non-employee director is entitled to vote thereon atreceive a per meeting fee of $286. Non-employee directors are also reimbursed for their travel and reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the Annual Meetingextent that attendance is required to elect each nominee as a director.by the board or the committee(s) on which that director serves. 

 

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:

 

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE FIVEFOUR NOMINEES NAMED ABOVE, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

 

PROPOSAL NO. 2

 

APPROVAL OF AN AMENDMENT TO THE MY SIZE, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCETHEREUNDER TO 3,000,000 SHARES FROM 2,000,000 SHARES1,450,000 shares from 200,000 shares

 

The Company’sOur 2017 Plan was approved by our Boardboard of directors and by our stockholders and went into effect as of March 21, 2017. The BoardOn July 3, 2018, our stockholders voted to increase the reservation of common stock for issuance under our 2017 Plan to 200,000 shares from 133,334 shares.

On May 31, 2020, our compensation committee resolved to increase the number of shares available for issuance under the 2017 Plan by 1,250,000 to 1,450,000 shares from 200,000 shares, subject to stockholder approval of the amendment to the 2017 Plan and to decrease the numbers of shares available for issuance under the 2017 Consultant Incentive Plan by 250,000 to 216,667 shares from 466,667 shares, subject to stockholder approval of the amendment to the 2017 Plan.


Our board of directors deems it advisable and in the best interest of the Company to increase the number of shares available for issuance under the 2017 Plan by 1,250,000 to 3,000,0001,450,000 shares from 2,000,000200,000 shares to attract and retain key personnel and to provide a means for directors, officers, managers and employees to acquire and maintain an interest in the Company, which interest may be measured by reference to the value of its common stock.

 

Reasons for the Proposed Plan Amendment

 

The purpose of this increase is to continue to be able to attract and retain key personnel and to provide a means for directors, officers, managers and employees to acquire and maintain an interest in the Company, and the additional shares of common stock to be reserved for issuance under the 2017 Plan will enable us to continue to grant equity awards to our current and future directors, officers, managers and employees at levels determined by the Boardour board of directors that the Boardboard deems are necessary to attract and motivate such individuals who are or will be critical to our success in achieving our business objectives and thereby creating greater value for all our stockholders. Furthermore, we believe that equity compensation aligns the interests of our directors, officers, managers and employees with the interests of our other stockholders. Equity awards are a key component of our incentive compensation program. We believe that option grants and other forms of equity awards such as restricted stock awards have been critical in attracting and retaining directors, officers, managers and employees and aligning their interests with those of our stockholders. Approval of the amendment to the 2017 Plan will permit us to continue to use stock-based compensation to align directors’, officers’, managers’ and employees’ interests with those of our stockholders.

 

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Description of Our 2017 Plan

 

Set forth below is a summary of the 2017 Plan, but this summary is qualified in its entirety by reference to the full text of the 2017 Plan, a copy of which can be foundis attached to this proxy statement asExhibit B to our Definitive Proxy StatementAppendix A and is incorporated herein by reference. Please seeAppendix A for the Annual Meeting of Stockholders held March 21, 2017, filed with the SEC on March 2, 2017.more detailed information.

Shares Available

 

The 2017 Plan currently authorizes the issuance of 2,000,000200,000 shares of common stock. As of the Record Date, awards covering an aggregate of 870,000143,682 shares were issued and outstanding of an aggregate of 925,500143,682 shares granted under the 2017 Plan and 1,103,33456,318 shares were available for future awards under the 2017 Plan.

 

If an award is forfeited, canceled, or if any option terminates, expires or lapses without being exercised, the common stock subject to such award will again be made available for future grant. However, shares that are used to pay the exercise price of an option or that are withheld to satisfy the participant’s tax withholding obligation will not be available for re-grant under the 2017 Plan.

 

If there is any change in the Company’s corporate capitalization or structure, the 2017 Plan Committee (as defined below) in its sole discretion may make substitutions or adjustments to the number of shares of common stock reserved for issuance under the 2017 Plan, the number of shares covered by awards then outstanding under the 2017 Plan, the limitations on awards under the 2017 Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate.

 

The 2017 Plan will have a term of ten years and no further awards may be granted under the 2017 Plan after that date.


Administration

 

The Company’s Compensation Committeecompensation committee (the “2017 Plan Committee”) administers the 2017 Plan. The 2017 Plan Committee has the authority, without limitation to (i) to designate participants to receive awards, (ii) determine the types of awards to be granted to participants, (iii) determine the number of shares of common stock to be covered by awards, (iv) determine the terms and conditions of any awards granted under the 2017 Plan, (v) determine to what extent and under what circumstances awards may be settled in cash, shares of common stock, other securities, other awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the delivery of cash, common stock, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2017 Plan and any instrument or agreement relating to, or award granted under, the 2017 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the 2017 Plan Committee shall deem appropriate for the proper administration of the 2017 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) reprice existing awards or to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take any other action that the 2017 Plan Committee deems necessary or desirable for the administration of the 2017 Plan. The 2017 Plan Committee has full discretion to administer and interpret the 2017 Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

 

Eligibility

 

Employees, directors and officers of the Company or their affiliates are eligible to participate in the 2017 Plan. The 2017 Plan Committee has the sole and complete authority to determine who will be granted an award under the 2017 Plan; however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the 2017 Plan.

 

Awards Available for Grant

 

The Committee may grant awards of non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Notwithstanding, the Committee may not grant to any one person in any one calendar year awards (i) for more than 50% of the available shares in the aggregate or (ii) payable in cash in an amount exceeding $10,000,000 in the aggregate.

 

U.S. Federal Income Tax Consequences

 

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of awards under the 2017 Plan and the disposition of shares acquired pursuant to the exercise of such awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

 

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Pursuant to Section 15(e) of the 2017 Plan, the 2017 Plan Committee may, in its sole discretion, amend the terms of the 2017 Plan or outstanding awards (or establish a sub-plan) with respect to such participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for such participants or the Company. The Company operates in Israel, and the applicable tax consequences for participants may be Israeli tax consequences.

Options

 

There are a number of requirements that must be met for a particular option to be treated as an incentive stock option. One such requirement is that common stock acquired through the exercise of an incentive stock option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of its exercise. Holders of incentive stock option will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise incentive stock option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion of the incentive stock option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes.


No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock

 

A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the participant made an election under Section 83(b) of the Code, the participant will recognize ordinary compensation income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

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Restricted Stock Units

 

A participant will not be subject to tax upon the grant of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

SARs

 

No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards

 

A participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on the date the shares of common stock subject to the award are transferred to the participant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

 

13

Section 162(m)

 

In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to its principal executive officer and the three other officers (other than the principal executive officer and principal financial officer) whose compensation is disclosed in its proxy statement/prospectus as a result of their total compensation, subject to certain exceptions. The 2017 Plan is intended to satisfy an exception with respect to grants of options to covered employees. In addition, the 2017 Plan is designed to permit certain awards of restricted stock, restricted stock units, cash bonus awards and other awards to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

 

New Plan Benefits

 

FutureThe following table shows information regarding the awards made on May 31, 2020 under the 2017 Plan as amended hereby (the “Contingent Awards”). The effectiveness of the Contingent Awards was expressly made subject to stockholder approval of the amendment to the 2017 Plan at the Annual Meeting.

Name Title  Number of Shares Underlying Options (1) 
Ronen Luzon Chief Executive Officer  240,000(2)
Or Kles Chief Financial Officer  130,000(3)
Billy Pardo Chief Operating Officer and Chief Product Officer  130,000(3)
       
All current executive officers as a group    555,000(4)
All current directors who are not executive officers as a group    90,000(5)
All employees, including current officers who are not executive officers, as a group    272,000(3)

(1)Each option has an exercise price of $1.04 per share.

(2)With respect to (1) options to purchase 80,000 shares, such options vest (i) upon the Company generating revenue of at least $50,000 in the Russian Federation during the year ending 2020, or (ii) upon the Company generating revenue of at least $500,000 in the Russian Federation during the year ending 2021, and (2) options to purchase the remaining 160,000 shares, one quarter vest on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022.

(3)One quarter of such options vest on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022.

(4)With respect to (1) options to purchase 80,000 shares, such options vest (i) upon the Company generating revenue of at least $50,000 in the Russian Federation during the year ending 2020, or (ii) upon the Company generating revenue of at least $500,000 in the Russian Federation during the year ending 2021, and (2) options to purchase the remaining 475,000 shares, one quarter vest on November 26, 2020, one quarter vest on May 26, 2021, one quarter vest on November 26, 2021 and one quarter vest on May 26, 2022.

(5)Such options vest in full on November 26, 2020.

Except as set forth in the table above, the amounts of future grants under the 2017 Plan are not determinable as awards under the 2017 Plan will be madegranted at the sole discretion of the 2017 Plan Committeecompensation committee, the board or other delegated persons, and accordingly, are not yet determinable. In addition,we cannot determine at this time either the value ofpersons who will receive awards, which may include the awards grantedpersons listed in the table above, under the 2017 Plan will depend on a number of factors, including the fair market value of the shares of common stock on future dates, the exercise decisions made by the participants and/or the extent to whichamount or types of any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under, or having their annual bonus paid pursuant to, the 2017 Plan.such awards.


Equity Compensation Plan Information

 

The following table summarizes information about our equity compensation plans and individual compensation arrangements as of December 31, 2019:

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  Number of
securities
to be issued
upon exercise
of outstanding
options,
warrants and rights
(a)		  Weighted- 
average exercise 
price of 
outstanding
options, 
warrants and 
rights 
(b)		  Number of 
securities 
remaining available for 
future issuance under 
equity compensation plans 
(excluding securities 
reflected in column 
(a) (c)		 
Equity compensation plans approved by security holders  198,343   14.44   315,928 
Equity compensation plans not approved by security holders  76,667   51.7   - 
Total  275,010   26.1   315,928 

 

Interests of Directors or Officers

 

The Company’s directors may grantgrants awards under the 2017 Plan to themselves as well as to the Company’s officers and other employees.

 

Required Vote

The affirmative vote of a majority of the votes cast by holders of Voting Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required to approve the increase in reserve under the 2017 Plan.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 2:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2017 EQUITY INCENTIVE PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 3,000,000 SHARES FROM 2,000,000 SHARES.

PROPOSAL NO. 3

APPROVAL OF AN AMENDMENT TO THE MY SIZE, INC. 2017 CONSULTANT EQUITY INCENTIVE PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 7,000,000 SHARES FROM 4,500,000 SHARES

The Company’s 2017 Consultant Plan was approved by our Board and by our stockholders and went into effect as of March 21, 2017. On February 12, 2018, our stockholders voted to increase the reservation of common stock for issuance under our 2017 Consultant Plan to 4,500,00 shares from 3,000,000 shares. The Board deems it advisable and in the best interest of the Company to increase the number of shares available for issuance under the 2017 Consultant Plan to 7,000,000 shares from 4,500,000 shares in support of the Company’s growth and desire to attract qualified consultants and advisors. In determining the amount of the increase contemplated by the 2017 Consultant Plan amendment, the Board took into consideration the desire to continue to retain the flexibility to offer incentives to its current and future consultants and advisors.

Reasons for the Proposed Plan Amendment

The purpose of this increase is to continue to be able to attract qualified consultants and advisors, and the additional shares of common stock to be reserved for issuance under the 2017 Consultant Plan will enable us to continue to grant equity awards to our current and future consultants and advisors at levels determined by the Board that the Board deems are necessary to attract and motivate such consultants and advisors who are or will be critical to our success in achieving our business objectives and thereby creating greater value for all our stockholders. Furthermore, we believe that equity compensation aligns the interests of our advisors and consultants with the interests of our other stockholders. Equity awards are a key component of our incentive compensation program. We believe that option grants and other forms of equity awards such as restricted stock awards have been critical in attracting and retaining qualified consultants and advisors and aligning their interests with those of our stockholders, and focusing such consultants and advisors on our long-term growth. Approval of the amendment to the 2017 Consultant Plan will permit us to continue to use stock-based compensation to align consultant and advisors interests with those of our stockholders.

Description of Our 2017 Consultant Plan

Set forth below is a summary of the 2017 Consultant Plan, but this summary is qualified in its entirety by reference to the full text of the 2017 Consultant Plan, a copy of which can be found as Exhibit C to our Definitive Proxy Statement for the Annual Meeting of Stockholders held March 21, 2017, filed with the SEC on March 2, 2017.

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Shares Available

The 2017 Consultant Plan currently authorizes the issuance of 4,500,000 shares of common stock. As of the Record Date, awards covering an aggregate of 3,629,500 were issued and outstanding of an aggregate of 3,669,500 shares granted under the 2017 Consultant Plan and 870,500 were available for future awards under the 2017 Consultant Plan. 

If an award is forfeited, canceled, or if any option terminates, expires or lapses without being exercised, the common stock subject to such award will again be made available for future grant. However, shares that are used to pay the exercise price of an option or that are withheld to satisfy a participant’s tax withholding obligation will not be available for re-grant under the 2017 Consultant Plan.

If there is any change in the Company’s corporate capitalization or structure, the Committee (as defined below) in its sole discretion may make substitutions or adjustments to the number of shares of common stock reserved for issuance under the 2017 Consultant Plan, the number of shares covered by awards then outstanding under the 2017 Consultant Plan, the limitations on awards under the 2017 Consultant Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate.

The 2017 Consultant Plan will have a term of ten years and no further awards may be granted under the 2017 Consultant Plan after that date.

Administration

The Company’s Compensation Committee (the “Committee”) administers the 2017 Consultant Plan. The Committee has the authority, without limitation to (i) to designate participants to receive awards, (ii) determine the types of awards to be granted to participants, (iii) determine the number of shares of common stock to be covered by awards, (iv) determine the terms and conditions of any awards granted under the 2017 Consultant Plan, (v) determine to what extent and under what circumstances awards may be settled in cash, shares of common stock, other securities, other awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the delivery of cash, common stock, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2017 Consultant Plan and any instrument or agreement relating to, or award granted under, the 2017 Consultant Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the 2017 Consultant Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) reprice existing awards or to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2017 Consultant Plan. The Committee has full discretion to administer and interpret the 2017 Consultant Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

Eligibility

Advisors and consultants of the Company or their affiliates are eligible to participate in the 2017 Consultant Plan. The Committee has the sole and complete authority to determine who will be granted an award under the 2017 Consultant Plan; however, the Committee may delegate such authority to one or more officers of the Company pursuant to the terms of the 2017 Consultant Plan.

Awards Available for Grant

The Committee may grant awards of non-qualified stock options, incentive stock options, SARs, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Notwithstanding, the Committee may not grant to any one person in any one calendar year awards (i) for more than 50% of the available shares in the aggregate or (ii) payable in cash in an amount exceeding $10,000,000 in the aggregate.

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U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of awards under the 2017 Consultant Plan and the disposition of shares acquired pursuant to the exercise of such awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Pursuant to Section 15(e) of the 2017 Consultant Plan, the Committee may, in its sole discretion, amend the terms of the 2017 Consultant Plan or outstanding awards (or establish a sub-plan) with respect to such participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for such participants or the Company. The Company operates in Israel, and the applicable tax consequences for participants may be Israeli tax consequences.

Options

Options issued to consultants and advisors under the 2017 Consultant Plan shall be non-qualified stock options. No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock

A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the participant made an election under Section 83(b) of the Code, the participant will recognize ordinary compensation income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units

A participant will not be subject to tax upon the grant of a restricted stock unit award. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit award, the participant will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

-17-

SARs

No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards

A participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on the date the shares of common stock subject to the award are transferred to the participant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Section 162(m) of the Code

In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to its principal executive officer and the three other officers (other than the principal executive officer and principal financial officer) whose compensation is disclosed in its proxy statement/prospectus as a result of their total compensation, subject to certain exceptions. The 2017 Consultant Plan is intended to satisfy an exception with respect to grants of options to covered employees. In addition, the 2017 Consultant Plan is designed to permit certain awards of restricted stock, restricted stock units, cash bonus awards and other awards to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

Plan Benefits

Future grants under the 2017 Consultant Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable. In addition, the value of the awards granted under the 2017 Consultant Plan will depend on a number of factors, including the fair market value of the shares of common stock on future dates, the exercise decisions made by the participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants pursuant to the 2017 Consultant Plan.

Required Vote

 

The affirmative vote of a majority of the votes cast by holders of Voting Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required to approve the increase in reserve under the 2017 Consultant Plan.

 

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 3:2:

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2017 CONSULTANT EQUITY INCENTIVE PLAN TO INCREASE THE RESERVATION OF COMMON STOCK FOR ISSUANCE THEREUNDER TO 7,000,000 SHARES FROM 4,500,000 SHARES.1,450,000 shares from 200,000 shares.

 


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of June 12, 2020 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

Beneficial Owner(1) Shares of Common Stock Beneficially Owned  Percentage(2) 
5% Holder:      
Shoshana Zigdon  233,334   3.3%
Executive officers and directors:        
Ronen Luzon  182,619(3)  2.5%
Or Kles  13,000(4)  * 
Billy Pardo  182,619(5)  2.5%
Ilia Turchinsky  2,782(6)  * 
Arik Kaufman  2,334(7)  * 
Oren Elmaliah  2,334(8)  * 
Oron Branitzky  2,334(9)  * 
All Executive Officers and Directors as a Group (7 persons)  205,403   5.7%

*Less than 1%
 -18-
(1)The address of each person is c/o My Size, Inc., 3 Arava St., POB 1026, Airport City, Israel 7010000 unless otherwise indicated herein.

(2)The calculation in this column is based upon 7,146,155 shares of common stock outstanding on June 12, 2020. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of June 12, 2020 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.
 
(3)Consists of (i) 117,064 shares of common stock, (ii) options to purchase up to 38,890 shares of our common stock, and (iii) options to purchase up to 26,665 shares of our common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of us held by Ms. Pardo.
(4)Consists of options to purchase 13,000 shares of our common stock.
(5)Consists of (i) options to purchase up to 26,665 shares of the Company’s common stock, (ii) 117,064 shares of common stock which are held by Ronen Luzon, Billy Pardo’s spouse, and (iii) options to purchase up to 38,890 shares of our common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardo may be deemed to beneficially hold the securities of the Company held by Mr. Luzon.
(6)Consists of options to purchase up to 2,782 shares of our common stock. 
(7)Consists of options to purchase up to 2,334 shares of our common stock.
(8)Consists of options to purchase up to 2,334 shares of our common stock.
(9)Consists of options to purchase up to 2,334 shares of our common stock.


EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth certain information about our executive officers:

NameAgePosition
Ronen Luzon49Chief Executive Officer and Director
Or Kles37Chief Financial Officer
Billy Pardo44Chief Operating Officer and Chief Product Officer
Ilia Turchinsky32Chief Technology Officer

Ronen Luzon — Founder, Director & Chief Executive Officer

Mr. Luzon’s biography is listed under Proposal 1—Election of Directors.

Or Kles — Chief Financial Officer

Or Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background. From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh Infrastructure Ltd. and from December 2010 until May 2013 he served as an Associate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from The College of Management Academic Studies. Mr. Kles is a certified public accountant in Israel.

Billy Pardo — Chief Operating Officer and Chief Product Officer

Billy Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until August 2013, Ms. Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from concept to successful delivery in various methodologies, including Fourier Education’s award-winning einstein™ Science Tablet. Prior to that Ms. Pardo served in various product management positions including, Project Manager of Time to Know, Product Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB. Ms. Pardo previously served as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo received an MBA from The Interdisciplinary Center and a B.A. in Computer Science from The Academic College of Tel-Aviv-Yaffo. 

Ilia (Eli) Turchinsky — Chief Technology Officer

Ilia Turchinsky has served as our Chief Technology Officer since April 2019 and from July 2018 until April 2019 as our Director of Technology. Prior to joining us, from 2013 until 2018, Mr. Turchinsky served in various roles, most recently Chief Technology Officer, at MonkeyTech Ltd., a company that provides design, development and characterization of mobile applications. Prior to that, Mr. Turchinsky served in various roles including development course instructor at IQLine, was a founder of Arnavsoft and was a software developer for MintLab and a political party. Mr. Turchinsky holds a B.Sc. from the Ben Gurion University in Computer Science and an M.Sc. from the Open University of Israel in Computer Science. 

17

Summary Compensation Table

The following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2019 and December 31, 2018.

Name and Principal Position Year Salary
($) (1)		  Bonus
($)		  Option
Awards
($) (2)		  All Other
Compensation
($)		  Total
($)		 
Eli Walles (3) 2019  49,000   -   -   73,000   122,000 
Former Chairman of the Board 2018  117,000   19,000   37,000   56,000   229,000 
                       
Ronen Luzon 2019  168,000   -   229,000   123,000   520,000 
Chief Executive Officer 2018  145,000   44,000   18,000   73,000   280,000 
                       
Or Kles 2019  101,000   -   59,000   47,000   207,000 
Chief Financial Officer 2018  89,000   21,000   14,000   36,000   160,000 
                       
Billy Pardo 2019  135,000   -   130,000   67,000   332,000 
Chief Product Officer 2018  125,000   19,000   18,000   50,000   212,000 

(1)Salary for the years 2019 and 2018 are based on average US$/NIS representative exchange rates of NIS3.6, respectively.

(2)Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2019 and 2018, computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. The assumptions made in valuing the options reported in this column are discussed in Note 10 to our financial statements for the year ended December 31, 2019.

(3)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.

All Other Compensation Table

The “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:

Name Year Automobile-
Related
Expenses
($)		  Manager’s
Insurance*
($)		  Education
Fund*
($)		  Other social benefits**
($)		  Total
($)		 
Eli Walles 2019  9,000   7,000   4,000   53,000   73,000 
  2018  11,000   21,000   11,000   13,000   56,000 
                       
Ronen Luzon 2019  29,000   30,000   13,000   51,000   123,000 
  2018  24,000   26,000   11,000   12,000   73,000 
                       
Or Kles 2019  15,000   15,000   8,000   9,000   47,000 
  2018  6,000   13,000   7,000   10,000   36,000 
                       
Billy Pardo 2019  15,000   20,000   10,000   22,000   67,000 
  2018  2,000   26,000   12,000   10,000   50,000 

*Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted purposes.
**Other social benefits for 2019 and 2018 for all named individuals includes tax payments in respect of social benefits, and additionally in 2018, for each of Ronen Luzon and Billy Pardo, includes a sum of $5,000 for travel related expenses. Other social benefits for Eli Walles in 2019 includes payment for the balance of vacation days and for advance notice period.

Agreements with Named Executive Officers

Eli Walles

On November 18, 2018, My Size Israel entered into an employment agreement with Eliyahu Walles, or the Walles Employment Agreement, pursuant to which Mr. Walles will serve as our Chairman of the board of directors. Pursuant to the terms of the Walles Employment Agreement, Mr. Walles shall receive NIS 35,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Walles shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Walles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Walles. The term of the Walles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Walles’ employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Walles Employment Agreement).

On June 2, 2019, Mr. Walles tendered his resignation as Chairman of the board of directors, effective immediately. In connection with Mr. Walles’s resignation, the Company and Mr. Walles agreed to amend his employment agreement and subsequently entered into a Termination Agreement dated as of July 23, 2019. Under the terms of the Termination Agreement, Mr. Walles’s term of employment with us cease as of June 1, 2019, the advance notice period was amended to four months such that Mr. Walles shall be entitled to receive four monthly salaries, and the termination date of all vested options granted to Mr. Walles was extended until June 1, 2020.

Ronen Luzon

On November 18, 2018, My Size Israel, our wholly-owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment Agreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement, Mr. Luzon shall receive NIS 50,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions, payments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance payments due to Mr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Luzon’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment Agreement).

19

Or Kles

On November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which Mr. Kles will serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles shall receive NIS 30,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Kles’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Kles Employment Agreement).

Billy Pardo

On November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant to which Ms. Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo shall receive NIS 40,000 per month as her base salary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s insurance ,insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Pardo Employment Agreement).

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding options held by each of our named executive officers that were outstanding as of December 31, 2019.

  Option Awards   
Name and Principal Position 

Number of Securities Underlying Unexercised Options

Exercisable 

  

Number of Securities Underlying Unexercised Options

Unexercisable

  

Option

Exercise

Price

  

Option

Expiration

Date

Eli Walles – Former Chairman of the Board(1)  20,000(2)  -  $18.15  7/24/2022
               
Ronen Luzon - Chief Executive Officer  10,000(2)  -  $18.15  7/24/2022
   17,778(3)  22,222  $11.40  5/29/2024
               
Or Kles – Chief Financial Officer  5,667(4)  -  $18.15  7/24/2022
   4,000(5)  10,000  $11.40  5/29/2024
               
Billy Pardo- Chief Product Officer  10,000(2)  -  $18.15  7/24/2022
   11,000(6)  11,334  $11.40  5/29/2024

(1)Mr. Walles’ employment as our Chairman ceased as of June 1, 2019.

(2)The option has a grant date of July 24, 2017 and vested in full on January 24, 2018.

(3)The option has a grant date of May 29, 2019. 6,667 options vested immediately upon grant, 11,111 options vested on January 24, 2019, 11,111 options vested on January 24, 2020 and 11,111 options will vest on January 24, 2021.

(4)The option has a grant date of July 24, 2017. 1,889 options vested immediately upon grant, 1,889 options vested on May 1, 2018 and 1,889 options vested on May 1, 2019.

(5)The option has a grant date of May 29, 2019. 4,000 options vested immediately upon grant, 3,333 options vested on May 1, 2020, 3,333 options will vest on May 21, 2021 and 3,334 options will vest on May 1, 2022.

(6)The option has a grant date of May 29, 2019. 5,334 options vested immediately upon grant, 5,666 options vested on January 24, 2019, 5,667 options vested on January 24, 2020 and 5,667 options will vest on January 24, 2021.

20

 

 

PROPOSAL NO. 3

APPROVAL OF COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS

As required by the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded to our named executive officers for the fiscal year ended December 31, 2019. The Company holds an advisory vote on executive compensation once every three years at the annual meeting of stockholders.

Our executive compensation program and compensation paid to our named executive officers are described in the section entitled “Executive Compensation and Other Information.” Our compensation programs are overseen by the compensation committee and reflect our philosophy to pay all of our employees, including our named executive officers, in ways that support our primary business objectives.  

The Company is asking its stockholders to indicate their support for the compensation paid to the Company’s named executive officers. This proposal is not intended to address any specific item of compensation, but rather the overall compensation of the company’s named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, the Company is asking its stockholders to vote FOR the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC.”

The vote on executive compensation is advisory, and therefore not binding; however, our compensation committee will consider the outcome of the vote when considering future executive compensation arrangements.   

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 4:

THE BOARD RECOMMENDS A VOTE FORthe advisory approval of the compensation paid to the company’s named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.

21

PROPOSAL NO. 4

 

RATIFICATION OF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 20182020

 

The Audit Committeeaudit committee has appointed Somekh Chaikin, independent public accountant, to audit our financial statements for the fiscal year ending December 31, 2018.2020. The Boardboard proposes that the Stockholdersstockholders ratify this appointment. We expect that representatives of Somekh Chaikin will be either physically present or available via phone at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

 

The following table sets forth the fees billed by Somekh Chaikin for each of our last two fiscal years for the categories of services indicated.

 

Fee Category 2017  2016  2019  2018 
Audit Fees  91,220   35,000   111,000   95,213 
Audit-Related Fees  -   -   -   - 
Tax Fees  21,222   -   10,500   9,300 
All Other Fees  7,000   -   -   10,000 
Total Fees  119,442   35,000   121,500   119,442 

 

Audit Fees: Audit Fees consist of fees billed for professional services performed by Somekh Chaikin for the audit of our annual financial statements, the review of interim consolidated financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for S-1 and S-3.

  

Audit-Related Fees:   Audit Related Fees may consist of fees billed by an independent registered public accounting firm for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees: Tax Fees may consist of fees for professional services, including tax and VAT consulting and compliance performed by an independent registered public accounting firm.

 

All Other Fees:   There were no such fees incurred by the Company in the fiscal years ended December 31, 2017 and December 31, 2016. All Other Fees for 2018 consist of professional services for a transfer pricing study.

-19-

 

Pre-Approval Policies and Procedures

 

In accordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 20172019 and December 31, 20162018 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.   

Required Vote

The affirmative vote of a majority of the votes cast by holders of Voting Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required to ratify the appointment of the Company’s independent public accountant. We are not required to obtain the approval of our Stockholders to appoint the Company’s independent accountant. However, if our Stockholders do not ratify the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending December 31, 2018, the Audit Committee of the Board may reconsider its appointment.

 

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 4:

 

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.2020.

 

SECURITY OWNERSHIPREPORT OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTTHE AUDIT COMMITTEE

 

The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of April 9, 2018 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officersaudit committee has reviewed and (iv) all of our directors and executive officers as a group. Except as otherwise indicated,discussed the persons named inaudited financial statements for the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

 

Beneficial Owner(1)

 Shares of Common Stock Beneficially Owned  Percentage(2) 
5% Holder:      
Shoshana Zigdon  3,500,000   11.96%
Named executive officers and directors:        
Eliyahu Walles  300,000(3)  1.01%
Ronen Luzon  2,055,950(4)  6.96%
Or Kles  56,666(5)  * 
Billy Pardo  2,055,950(6)  6.986%
Oded Shoshan  45,000(7)  * 
Arik Kaufman  0(8)  0%
Oren Elmaliah  0(9)  0%
Oron Branitzky  0(10)  0%
All Executive Officers and Directors as a Group (8 persons)  2,457,616   8.20%

*less than 1%
(1)The address of each person is c/o My Size, Inc., 3 Arava St., pob 1026, Airport City, Israel 7010000 unless otherwise indicated herein.
(2)

The calculation in this column is based upon 29,257,038 shares of common stock outstanding on April 9, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 9, 2018 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

-20-

(3)Includes options to purchase up to 300,000 shares of the Company’s common stock.
(4)Includes (i) 1,755,950 shares of common stock, (ii) options to purchase up to 150,000 shares of the Company’s common stock and (iii) options to purchase up to 150,000 shares of the Company’s common stock which are held by Billy Pardo, Ronen Luzon’s spouse. Mr. Luzon may be deemed to beneficially hold the securities of the Company held by Mrs. Pardo.
(5)Includes an option to purchase 56,666 shares of the Company’s common stock. Excludes an option to purchase up to 28,334 shares of the Company’s common stock which vest in full on May 1, 2019.
(6)Includes (i) options to purchase up to 150,000 shares of the Company’s common stock, (ii) 1,755,950 shares of common stock which are held by Ronen Luzon, Billy Pardo’s spouse and (iii) options to purchase up to 150,000 shares of the Company’s common stock which are held by Ronen Luzon, Billy Pardo’s spouse. Mrs. Pardo may be deemed to beneficially hold the securities of the Company held by Mr. Luzon.
(7)Includes options to purchase up to 45,000 shares of the Company’s common stock.
(8)Excludes options to purchase up to 10,000 shares of the Company’s common stock which vest in full on July 24, 2018.
(9)Excludes options to purchase up to 10,000 shares of the Company’s common stock which vest in full on July 24, 2018.
(10)Excludes options to purchase up to 10,000 shares of the Company’s common stock which vest in full on July 24, 2018.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information about our equity compensation plans as offiscal year ended December 31, 2017.

  Number of 
securities 
to be issued 
upon exercise of 
outstanding options, 
warrants and rights
(a)		  Weighted- 
average exercise 
price of 
outstanding 
options, 
warrants and 
rights 
(b)		  Number of 
securities 
remaining available for 
future issuance under 
equity compensation plans 
(excluding securities 
reflected in column 
(a) (c)		 
Equity compensation plans approved by security holders  3,505,500  $2.29   1,634,500 
Equity compensation plans not approved by security holders  990,000   1.50   - 
Total  4,495,500  $2.11   1,634,500 

EXECUTIVE COMPENSATION AND OTHER INFORMATION

2019 with management of the Company. The following table sets forth certain information aboutaudit committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC. The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on these reviews and discussions, the audit committee has recommended to the board that the audited financial statements be included in our executive officers:Form 10-K for the year ended December 31, 2019.

 

NameOron Branitzky
 AgeOren Elmaliah
 Position
Ronen Luzon47Chief Executive Officer and Director
Eli Walles37Chairman of the Board
Or Kles35Chief Financial Officer
Billy Pardo42Chief Product Officer
Oded Shoshan33Chief Technology OfficerArik Kaufman

 

Ronen Luzon — Founder, Director & Chief Executive Officer22

Mr. Luzon’s biography is listed under Proposal 1—Election of Directors.

Eli Walles – Chairman of the Board

Mr. Walles’ biography is listed under Proposal 1—Election of Directors.

Or Kles — Chief Financial Officer

Or Kles is a certified public accountant with a broad, diverse financial background. From May 2013 until April 2016 he served as Assistant Controller of Shikun and binui- Solel boneh infrastructure LTD and from December 2010 until May 2013 he served as an Associate at KPMG. Or holds an MBA and a B.A. in Business Management and Accounting (specializing in financing) from Hamaslool Ha’akademi shel Hamichlala Leminhal. Mr. Kles is a certificate public accountant in Israel.

-21-

 

 

Billy Pardo — Chief Product Officer

From April 2010 until August 2013, Billy Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching products from the concept to the successful delivery in various methodologies, including Fourier Education’s award-winning einstein™ Science Tablet. From August 2008 until April 2010, Mrs. Pardo served as Project Manager of Time to Know, and from June 2007 until September 2008 she served as Product Marketing Manager of RiT Technologies. From November 2005 until February 2007 Mrs. Pardo served as Product Manager of Pricer AB and from January 2001 until January 2005 she served as R&D Team Leader at Pricer AB. From January 1999 until July 2001, Mrs. Pardo served as Software Engineer at Eldat Communication Ltd., and from 1996 until 1999 she served as QA Engineer as NICE Systems. Mrs. Pardo received an MBA from The Interdisciplinary Center and a B.A. in computer science from The Academic College of Tel-Aviv, Yaffo.

Oded Shoshan — Chief Technology Officer

Since 2012 Oded Shoshan has served as the founder and Chief Executive Officer of MonkeyTech Ltd., a company that provides design, development and characterization of mobile applications. From November 2009 until March 2012, Mr. Shoshan served as Software Engineer Team Lead of One Technology Pty Ltd. In addition, from August 2003 until October 2009 Mr. Shoshan served as Software engineer of in the Israel Defense Forces, in the elite Data Center & Information Systems Unit (Mamram) and as officer in the computer division of the Israeli Air Force. Mr. Shoshan holds a B.A. in cinema from Tel Aviv University.

Summary Compensation Table

The following sets forth the compensation paid by My Size, Inc. to our principal executive officers, during the year ended December 31, 2017 and December 31, 2016.

Name and Principal Position Year Salary
($)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards
($)		  All Other
Compensation
($)		  Total
($) (1)		 
                     
Ronen Luzon 2017  163,000   0   0   31,000   0   194,000 
Chief Executive Officer, Secretary and Treasurer 2016  77,000   0   0   0   0   77,000 
                           
Billy Pardo 2017  152,000   0   0   31,000   0   183,000 
Chief Product Officer 2016  119,000   0   0   0   0   119,000 
                           
Eli Walles 2017  156,000   0   0   66,000   0   222,000 
Chairman of the Board 2016  115,000   0   0   -   0   115,000 

Narrative disclosure to Summary Compensation Table

(1)The exchange rate is determined on the last day of the Company’s fiscal year. As such, all New Israeli Shekel, or NIS, amounts have been translated into U.S. dollars at the December 31, 2017 noon buying rate in the City of New York for cable transfers of NIS as certified for customs purposes by the Federal Reserve Bank of New York, being$1.00 = NIS 3.467 ($1.00=NIS 3.845 at the December 31, 2016).

-22-

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding option awards held by each of our named executive officers that were outstanding as of December 31, 2017.

Outstanding Equity Awards at Fiscal Year-End

  Option Awards
Name and Principal Position 

Number of Securities Underlying Unexercised Options

Exercisable

  

Number of Securities Underlying Unexercised Options

Unexercisable

  

Option

Exercise

Price

  

Option

Expiration

Date

            
Ronen Luzon - Chief Executive Officer                -   150,000   1.21$ 24/7/2022
               
Billy Pardo- Chief Product Officer  -   150,000   1.21$ 24/7/2022
               
Eli Walles – Chairman of the Board  -   300,000   1.21$ 24/7/2022

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During years ended December 31, 2019 and 2018, except for compensation arrangements described elsewhere herein, we did not participate in any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest.

Compensation arrangements for our named executive officers and directors are described in the section entitled “Executive Compensation and Other Information”, “Security Ownership of Certain Beneficial Owners and Management”, and in “Nominees for Director”.

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

Director Independence

See “Nominees for Director” above for a discussion regarding the independence of the members of our board of directors. 

ANNUAL REPORT

 

Our Chief Technology Officer, Oded Shoshan,Annual Report on Form 10-K for the year ended December 31, 2019 is compensated pursuant tobeing delivered with this proxy statement. Any person who was a technology consulting agreement between the Company and Monkeytech Ltd. Mr. Shoshan is the chief executive officer andbeneficial owner of Monkeytech Ltd. Mr. Shoshan owns less than 50%our ordinary shares on the record date may request a copy of Monkeytech Ltd. In 2017our Annual Report, and 2016,it will be furnished without charge upon receipt of a written request identifying the Company paid Monkeytech, Ltd. approximately $84,000 and $118,000, respectivelyperson so requesting an Annual Report as a stockholder of My Size, Inc. at such date. Requests should be directed in consulting fees. In addition,writing to My Size, Inc., 4 Hayarden St., POB 1026, Airport City, Israel, 7010000, Attention: Corporate Secretary or by calling us at +972 3 600 9030, Attention: Corporate Secretary. Our Annual Report, as disclosed in Item 12 above, in 2017, Oded Shoshan was granted options to purchase up to 45,000 shares ofwell as other company reports, are also available on the Company’s common stock.SEC’s website (www.sec.gov).

 

OTHER MATTERS

 

We have no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.

 

We will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mails, proxies may also be solicited by our directors, officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation activities.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your previously submitted proxy.

 


 -23-VOTE ON INTERNET
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VOTE IN PERSON
If you would like to vote in person, please attend the Annual Meeting to be held at the offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet Street, Tel Aviv 6777016, Israel on August 10, 2020, at 10:00 a.m.(local time)

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.

Annual Meeting Proxy Card - My Size, Inc.

     DETACH PROXY CARD HERE TO VOTE BY MAIL    

(1)Election of Directors:

☐FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below)		☐ WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES LISTED BELOW

INSTRUCTION:TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES’ NAMES BELOW:

01 Ronen Luzon02 Arik Kaufman03 Oren Elmaliah04  Oron Branitzky

(2)Approval of an amendment to the My Size, Inc. 2017 Equity Incentive Plan (“2017 Plan”) to increase the reservation of common stock for issuance thereunder to 1,450,000 shares from 200,000 shares.

☐VOTE FOR☐VOTE AGAINST☐ABSTAIN

(3)To approve, on an advisory basis, the company’s executive compensation.

☐VOTE FOR☐VOTE AGAINST☐ABSTAIN

(4)To ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2020.

☐VOTE FOR☐VOTE AGAINST☐ABSTAIN

DateSignatureSignature, if held jointly
 

 

To change the address on your account, please check the box at right and indicate your new address.       ☐

 

* SPECIMEN *AC:ACCT999990.00

 

 

   

MY SIZE, INC.

Annual Meeting of Stockholders

June 4, 2018

August 10, 2020

 

 

MY SIZE, INC.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints Ronen Luzon and Or Kles, each as proxy, with full power of substitution, to represent and to vote all the shares of common stock of My Size, Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held on June 4, 2018August 10, 2020 and at any adjournments thereof, subject to the directions indicated on this Proxy Card.

 

In his discretion, theeach proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof. This proxy will be voted in accordance with the specifications made, but if no choices are indicated, this proxy will be voted FOR all the proposals listed on the reverse side. The Board of Directors recommends a voteFOR proposals 1, 2, 3 and 4.

 

Please check here if you plan to attend the Annual Meeting of Stockholders on June 4, 2018August 10, 2020 at 4:10:00 p.m.a.m. (local time) ☐

Please indicate your status by signing Ѵ in the relevant checkbox:

☐ Related Party1☐ Company officeholder☐ Institutional Investor☐None of the above
    
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1A holder of not less than 5 percent of the outstanding securities.