Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d)On June 29, 2022, the Board of Directors of Protalix BioTherapeutics, Inc. (the “Company”) appointed Shmuel Ben Zvi, Ph.D. to serve on the Company’s Board of Directors, effective as of the adjournment of the Company’s 2022 Annual Meeting of Stockholders held on June 30, 2022 (the “Meeting”).
Dr. Ben Zvi will be entitled to the standard compensation amounts payable to non-employee directors of the Board of Directors and will enter into the Company’s standard form of officers’ and directors’ indemnification agreements pursuant to which the Company agrees to indemnify its officers and directors to the fullest extent permitted by applicable law and, subject to certain conditions, to advance expenses in connection with proceedings.
There are no arrangements or understandings between Dr. Ben Zvi and any other persons pursuant to which Dr. Ben Zvi was appointed to the Board of Directors. There are no relationships or related transactions between Dr. Ben Zvi and the Company that would be required to be reported.
(e)The Company’s Board of Directors previously approved, subject to stockholder approval, certain amendments to the Company’s 2006 Stock Incentive Plan, as amended, to increase the number of shares of common stock available under the plan and to amend certain other terms of said plan (the “Plan”). As described below under Item 5.07, the Company’s stockholders approved the amendments to the Plan at the Meeting. The amendments to the Plan became effective upon stockholder approval and, among other changes, increased the number of shares of common stock available under the Plan from 5,725,171 shares to 8,475,171 shares, as described in Proposal 3 of the Company’s definitive proxy statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on April 29, 2022.
Item 5.07Submission of Matters to a Vote of Security Holders
The Meeting was held on June 30, 2022. At the Meeting, the Company’s stockholders: (1) elected the six persons nominated by the Company’s Board of Directors to serve as directors of the Company; (2) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (3) adopted amendments to the Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended, to increase the number of shares of common stock available under the plan from 5,725,171 shares to 8,475,171 shares and to amend certain other terms of said plan; (4) approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of its common stock authorized for issuance from 120,000,000 to 144,000,000; and (5) ratified the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Set forth below, with respect to each such proposal, are the number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.
(1)Election of Directors
| | | |
|
For |
Withheld | Broker
Non-Votes |
Zeev Bronfeld | 17,628,275 | 3,010,165 | 7,139,061 |
Dror Bashan | 19,650,379 | 988,061 | 7,139,061 |
Amos Bar Shalev | 18,629,151 | 2,009,289 | 7,139,061 |
Pol F. Boudes, M.D. | 19,922,942 | 715,498 | 7,139,061 |
Gwen A. Melincoff | 19,811,503 | 826,937 | 7,139,061 |
Aharon Schwartz, Ph.D. | 18,229,486 | 2,408,954 | 7,139,061 |
(2)Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers
For |
Against |
Abstain | Broker
Non-Votes |
16,953,326 | 3,466,524 | 218,590 | 7,139,061 |
