Enlight Renewable Energy Ltd 6-K, filed Oct 28, 2026
Enlight Renewable Energy Ltd. (ENLT)
About this 6-K
Enlight Renewable Energy Ltd filed this 6-K on October 28, 2026.
Enlight Renewable Energy Ltd. will hold its annual general meeting on December 9, 2026, at 4:00 p.m. Israel time, seeking auditor reappointment, election of eight directors, and 2,502 restricted share units per eligible director. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41613
Enlight Renewable Energy Ltd.
(Translation of registrant’s name into English)
13 Amal St., Afek Industrial Park
Rosh Ha’ayin, Israel
+ 972 (3) 900-8700
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Enlight Renewable Energy Ltd. (the “Company”) will hold an Annual General Meeting of shareholders of the Company (the “General Meeting”) on December 9, 2026, at 4:00 p.m. Israel time, at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. In connection with the General Meeting, the Company hereby furnishes the following documents, which will be distributed to all shareholders of record as of the close of business on November 2, 2026:
| (i) | Notice and Proxy Statement (“Notice and Proxy Statement”) with respect to the General Meeting, which describes the proposals to be voted on at the General Meeting, the procedure for voting in person or by proxy at the General Meeting and various other details related to the General Meeting; and |
| (ii) | Proxy Card (“Proxy Card”) whereby holders of ordinary shares, par value NIS 0.1 per share, of the Company may vote at the General Meeting without attending in person. |
The Notice and Proxy Statement and Proxy Card are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.
Incorporation by Reference
Other than as indicated below, the information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
The information contained in the Notice and Proxy Statement attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-271297) and Registration Statement on Form F-3 (File No. 333-296967).
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Enlight Renewable Energy Ltd. | ||
| Date: October 28, 2026 | By: |
/s/ Lisa Haimovitz |
| Lisa Haimovitz | ||
| VP General Counsel | ||
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Exhibit 99.1
ENLIGHT RENEWABLE ENERGY LTD.
13 Amal St.
Afek Industrial Park
Rosh Ha’ayin 4809249
Israel
NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on December 9, 2026
An Annual General Meeting of shareholders of Enlight Renewable Energy Ltd. (the “Company”) will be held at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, on December 9, 2026, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the “General Meeting”), for the following purposes:
| 1. | Approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and authorize the Company’s Board of Directors (the “Board”), following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services. |
| 2. | Elect each of the following nominees to the Board of the Company, to hold office until the close of the Company’s annual general meeting to be held in 2027, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated pursuant to any applicable law or the Amended and Restated Articles of Association: |
| a. | Mr. Gilad Yavetz |
| b. | Mr. Yair Seroussi |
| c. | Ms. Liat Benyamini |
| d. | Ms. Michal Tzuk |
| e. | Ms. Alla Felder |
| f. | Dr. Shai Weil |
| g. | Mr. Yitzhak Betzalel |
| h. | Mr. Zvi Furman |
| 3. | Approve the grant of 2,502 restricted share units to each director of the Company, other than the Executive Chairman and Vice Chairman. |
The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 will be presented for discussion at the General Meeting.
The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies will vote according to their own judgment on those matters.
Board Recommendation
The Board unanimously recommends that you vote “FOR” each of the above proposals, as described in the attached proxy statement.
Record Date
Only holders of record of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), at the close of business on November 2, 2026 (the “Record Date”) will be entitled to receive notice of and to vote at the General Meeting.
How You Can Vote
For information regarding how you can vote, refer to “How You Can Vote” in the attached proxy statement.
Even if you plan to attend the General Meeting, the Board unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.
This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company’s registered office at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, Tel: +972 3 9008700, Sunday through Thursday, from 10:00 a.m. to 3:00 p.m. Israel time, and will also be made available to the public on the Company’s website http://www.enlightenergy.com, the U.S. Securities and Exchange Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.
By Order of the Board of Directors,
Lisa Haimovitz VP, General Counsel |
Rosh Ha’ayin, Israel
October 28, 2026
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ENLIGHT RENEWABLE ENERGY LTD.
13 Amal St.
Afek Industrial Park
Rosh Ha’ayin 4809249
Israel
PROXY STATEMENT
FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 2026
This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of Enlight Renewable Energy Ltd. (the “Company”) in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies for use at an annual general meeting of shareholders (the “General Meeting”), to be held on December 9, 2026, at 4:00 p.m. Israel time, at the offices of the Company, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, or at any adjournments or postponements thereof.
It is proposed that the following proposals will be adopted at the General Meeting:
| 1. | Approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services. |
| 2. | Elect each of the following nominees to the Board of Directors of the Company, to hold office until the close of the Company’s annual general meeting to be held in 2027, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated pursuant to any applicable law or the Amended and Restated Articles of Association: |
| a. | Mr. Gilad Yavetz |
| b. | Mr. Yair Seroussi |
| c. | Ms. Liat Benyamini |
| d. | Ms. Michal Tzuk |
| e. | Ms. Alla Felder |
| f. | Dr. Shai Weil |
| g. | Mr. Yitzhak Betzalel |
| h. | Mr. Zvi Furman |
| 3. | Approve the grant of 2,502 restricted share units to each director of the Company, other than the Executive Chairman and Vice Chairman. |
The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 will be presented for discussion at the General Meeting.
Shareholders Entitled to Vote
Only shareholders of record at the close of business on November 2, 2026 (the “Record Date”) will be entitled to receive notice of, and to vote on the matters to be presented at, the General Meeting. At the close of business on October 21, 2026, the Company had outstanding 140,001,970 Ordinary Shares. In the event of two or more shareholders that are joint holders of a share and are present and voting, only the vote of the head of the joint owners present and voting will be taken into consideration, and the votes of the other joint owners will not. For this purpose, the head of the joint owners will be considered the person whose name is recorded first in the register of shareholders from those present and voting.
How You Can Vote
A form of proxy card for use at the General Meeting is attached to this Proxy Statement and has been sent to the shareholders together with a prepaid return envelope for the proxy. By appointing “proxies”, shareholders may vote at the General Meeting, whether or not they attend. If a properly executed proxy in the enclosed form is received by the Company within the timeframes outlined below, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the proxy card. If you are a registered shareholder, subject to applicable law and the rules of the Nasdaq Stock Market, LLC (“Nasdaq”), in the absence of instructions, the Ordinary Shares represented by properly dated, executed and delivered proxies will be voted FOR all of the proposed resolutions to be presented at the General Meeting for which the Board of Directors recommends a “FOR” vote.
Whether or not you plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience.
| - | Shareholders of record are requested to complete, date and sign the enclosed form of proxy and to return it no later than December 9, 2026, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET the day before the General Meeting), in the pre-addressed envelope provided. Alternatively, such shareholders may vote electronically before such time at www.proxyvote.com using the control number provided with your proxy materials. |
| - | If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds the shares through Cede & Co. as nominee for The Depository Trust Company, such Ordinary Shares are considered to be held in “street name” and you are the beneficial owner with respect to such Ordinary Shares (“Beneficial Owners”). A Beneficial Owner as of the Record Date has the right to direct the bank, broker or nominee how to vote Ordinary Shares beneficially owned by such Beneficial Owner at the General Meeting. If your Ordinary Shares were held in “street name” as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or other nominee (who is considered, with respect to such Ordinary Shares, as the shareholder of record), together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your Ordinary Shares. |
| - | Shareholders registered in the Company’s shareholders register in Israel (“Registered Shareholders”) and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange (“TASE” and “TASE Member”, respectively) that are included among the Ordinary Shares registered in the Company’s shareholders register in Israel under the name of a nominee company in Israel (“Non-registered Shareholders”) should deliver or mail (via registered mail) a completed written ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority (“TASE Ballot”)) to the Company’s offices, c/o Ms. Lisa Haimovitz, 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel no later than December 9, 2026 at 12:00 p.m. Israel time (i.e., at least four (4) hours before the General Meeting starts). By this time, both Registered Shareholders and Non-registered Shareholders must also provide the Company with a copy of their identity card, passport or certificate of incorporation (“Identifying Information”). A TASE Ballot submitted by a Registered Shareholder without Identifying Information attached to it will not be valid. Non-registered Shareholders must also provide the Company with an ownership certificate confirming their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution (“Ownership Certificate”), as required by the Israel Companies Law, 5759-1999 (the “Companies Law”) and Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. A TASE Ballot submitted by a Non-registered Shareholder without an Ownership Certificate attached to it will not be valid. A Non-registered Shareholder is entitled to receive the Ownership Certificate at the branch of the TASE Member through which such shareholder holds his Ordinary Shares, or request from such TASE Member to deliver it by mail. Such a request must be provided in advance, and with respect to a specific securities account. A Non-registered Shareholder may direct the relevant TASE Member to transfer the Ownership Certificate to the Company through the electronic voting system of the Israel Securities Authority (the “Electronic Voting System”). Alternatively, Non-registered Shareholders may vote electronically via the Electronic Voting System, no later than December 9, 2026, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the General Meeting starts). A Non-registered Shareholder should receive instructions about electronic voting from the TASE Member through which such Non-registered Shareholder holds his Ordinary Shares. |
Execution of a proxy will not in any way affect a shareholder’s right to attend the General Meeting and vote in person, and any person giving a proxy has the right to revoke it in accordance with Section 9 of the Israel Companies Law Regulations (Proxy Voting and Positions Statements), 2005 (the “Companies Law Regulations (Proxy Voting)”).
| - | Shareholders of record who intend to vote their Ordinary Shares in person are requested to bring proof of identity to the General Meeting. |
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| - | Because a Beneficial Owner with shares held in “street name” is not a shareholder of record, such shareholders may not vote those Ordinary Shares directly at the General Meeting unless they obtain a “legal proxy” from the bank, broker or other nominee that holds the Ordinary Shares directly, giving them the right to vote the Ordinary Shares at the General Meeting. Brokers that hold Ordinary Shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from Beneficial Owners. None of the items on the General Meeting agenda may be considered routine. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank, broker or other nominee to instruct its bank, broker or other nominee how to vote its Ordinary Shares, if the shareholder wants its Ordinary Shares to count for all proposals. |
| - | Both Registered Shareholders and Non-registered Shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying Information, and Non-registered Shareholders must also provide an Ownership Certificate, no later than December 9, 2026 at 2:00 p.m. Israel time (i.e., at least two (2) hours before the General Meeting starts). Both Registered Shareholders and Non-registered Shareholders may revoke their proxies or TASE Ballot (as applicable) in accordance with Section 9 of the Companies Law Regulations (Proxy Voting). |
Even if you plan to attend the General Meeting, the Board unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.
Expenses and Solicitation
The Board of Directors is soliciting proxies for use at the General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to the shareholders on or about November 5, 2026. In addition to solicitation of proxies from the shareholders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company will bear the cost of the solicitation of the proxies, including postage, printing and handling and will reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares.
This Proxy Statement and proxy card will also serve as a voting deed (ktav hatzba’a), as such term is defined under the Companies Law.
Change or Revocation of Proxy
Any shareholder of record at the close of business on the Record Date returning the accompanying proxy may revoke such proxy at any time prior to the General Meeting by: (i) giving written notice to us of such revocation; (ii) voting in person at the General Meeting or requesting the return of the proxy at the General Meeting; or (iii) executing and delivering to us a later-dated proxy prior to the General Meeting. Written revocations and later-dated proxies should be sent in accordance with Section 9 of the Companies Law Regulations (Proxy Voting), to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Attendance at the General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
If you are a Beneficial Owner with shares held in “street name,” you may change your vote by submitting new voting instructions to your bank, broker or other nominee in accordance with Section 9 of the Companies Law Regulations (Proxy Voting) or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the General Meeting and voting in person. If you are a beneficial owner of shares registered in the name of a TASE Member and wish to change your voting instructions, you must contact the TASE Member through which you hold your shares.
Quorum and Vote Required for Approval of Each of the Proposals
One (1) or more shareholders holding Ordinary Shares representing in the aggregate at least twenty-five percent (25%) of the voting power of the Company, present in person or by proxy at the General Meeting and entitled to vote thereat, will constitute a quorum (a “Quorum”). If within 30 minutes from the time appointed for the General Meeting a Quorum is not present, the General Meeting shall be adjourned to the same day of the following week, at the same time and place, or on such other day, time and place as shall be prescribed by the Board of Directors in a notification to the shareholders. In the event that a Quorum is not present 30 minutes from the time appointed for the reconvened meeting, the reconvened meeting will take place with any number of shareholders.
Pursuant to the Companies Law, the approval of all proposals in this Proxy Statement requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a Quorum. Other than for the purpose of determining a Quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
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On each matter submitted to the shareholders for consideration at the General Meeting, only Ordinary Shares that are voted on such matter will be counted toward determining whether shareholders approved the matter. Ordinary Shares present at the General Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.
Other Matters
The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies will vote according to their own judgment on those matters. One or more shareholders holding at least one percent (1%) of the Company’s total voting rights may present proposals for consideration at the General Meeting by submitting their proposals to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, no later than the close of business on November 4, 2026. If the Company determines that a shareholder’s proposal is suitable for discussion at the General Meeting, a revised agenda will be published by the Company.
Voting Results
The final voting results will be tallied by the Company based on the information provided by our tabulation agent, Broadridge Financial Solutions, Inc., or otherwise, and the overall results of the General Meeting will be published following the General Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the Securities and Exchange Commission (the “SEC”).
Reporting Requirements
The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings are available to the public on the SEC’s website at http://www.sec.gov.
As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Notice and Proxy Statement should not be considered as an admission that the Company is subject to the proxy rules under the Exchange Act.
COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers in the year ended December 31, 2025, see Item 6.B. of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”), a copy of which is available on the SEC’s website at http://www.sec.gov or on the Company’s website at https://enlightenergy.com.
CORPORATE GOVERNANCE
According to the Company’s Amended and Restated Articles of Association (the “Articles of Association”), the number of Company directors must not be less than five (5) nor more than thirteen (13). The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting, the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.
As an Israeli company, the Company is subject to various corporate governance requirements under the Companies Law. However, pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, opt out from certain Companies Law requirements, including a requirement to appoint “external directors” and related rules concerning the composition of the audit committee and compensation committee of the board of directors (other than the gender diversification rule under the Companies Law, which requires the appointment of a director from the other gender if, at the time a director is appointed, all members of the board of directors are of the same gender). In accordance with these regulations, the Company has elected to “opt out” from such requirements of the Companies Law. Under these regulations, the exemptions from such Companies Law requirements will continue to be available to the Company so long as the Company complies with the following: (i) the Company does not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) the Company’s Ordinary Shares are traded on certain U.S. stock exchanges, including Nasdaq, and (iii) the Company complies with the director independence requirements and the requirements regarding the composition of the audit committee and the compensation committee under U.S. laws (including applicable Nasdaq rules) applicable to U.S. domestic issuers.
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The Company is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act). As a foreign private issuer, the Company is permitted to comply with Israeli corporate governance practices instead of the corporate governance rules of Nasdaq, provided that the Company discloses which requirements it is not following and the equivalent Israeli requirement. As a foreign private issuer, the Company is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. For more information regarding the Company’s corporate governance practices and foreign private issuer status, see Item 16G. “Corporate Governance” of the Company’s Annual Report.
Committees of the Company’s Board of Directors
The Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating Committee, and an Environmental, Social and Governance Committee. Each committee operates in accordance with a written charter that sets forth such committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors, among other duties, as required by Nasdaq listing standards applicable to U.S. domestic listed companies. Members serve on these committees until their resignation or until otherwise determined by the Board of Directors. The Company’s Board of Directors may establish other committees as it deems necessary or appropriate from time to time. The Company has elected to opt out from the Companies Law rules concerning the composition of the Audit Committee and Compensation Committee, and has instead elected to comply with the Audit Committee and Compensation Committee composition requirements of Nasdaq applicable to U.S. domestic listed companies. For more information regarding the Company’s committees, see Item 6.C. “Board Practices - Committees of our Board of Directors” of the Company’s Annual Report.
Other Corporate Governance Practices
Below is a summary of other key governance practices and policies that the Board of Directors believes help advance the Company’s goals and protect the interests of the shareholders, including:
| ☑ | Base a portion of the compensation opportunity of our executive officers on our and their respective performance. | ☑
|
Annual bonuses are subject either to the attainment of pre-set periodic objectives and individual and Company targets determined annually, or to discretionary evaluations.
| |
| ☑ | Set annual performance targets for our chief executive officer based on measurable objectives. | ☑ | Offer equity and cash compensation which we believe enhances alignment between executive officers’ interests and the Company’s and shareholders’ long-term interests, as well as strengthens retention and motivation of executive officers in the long term. | |
| ☑ | Adopted a ‘clawback policy’ and include in our compensation policy for executive officers and directors (the “Compensation Policy”) ‘clawback’ provisions which allow us under certain circumstances to recoup excess incentive compensation to executive officers where the Company is required to prepare a financial restatement to correct a material error. | ☑ | Tailor executive officers’ compensation to target our short- and long-term goals, as well as each officer’s individual performance. | |
| ☑ | Maintain a majority independent Board of Directors. | ☑
|
Include in our Compensation Policy measures intended to reduce executive officers’ incentives to take excessive risks that may harm us in the long term, such as limiting cash bonuses and equity-based compensation, as well as the ratio between the variable and the total compensation of an executive officer, and setting minimum vesting periods for equity-based compensation.
| |
| ☑ | Maintain entirely independent Audit, Compensation, and Environmental, Social and Governance Committees. | ☑ | Regularly review executive compensation. |
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DIVERSITY OF THE BOARD OF DIRECTORS
The table below provides certain information regarding the diversity of the Board of Directors as of the date of this Proxy Statement.
| Board Diversity Matrix | ||||
| Country of Principal Executive Offices | Israel | |||
| Foreign Private Issuer | Yes | |||
| Disclosure Prohibited under Home Country Law | No | |||
| Total Number of Directors | 8 | |||
| Female | Male | Non-Binary/Transgender | Did Not Disclose Gender | |
| Part I: Gender Identity | ||||
| Directors | 3 | 5 | 0 | 0 |
| Part II: Demographic Background | ||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | |||
| LGBTQ+ | 0 | |||
| Did Not Disclose Demographic Background | 1 | |||
BENEFICIAL OWNERSHIP OF THE COMPANY’S ORDINARY SHARES
The beneficial ownership of Ordinary Shares is determined in accordance with the SEC rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, Ordinary Shares subject to options or other rights that are exercisable on or within 60 days of October 21, 2026 are deemed to be outstanding and to be beneficially owned by the person holding the options or other rights for the purposes of calculating the percentage ownership of that person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. The percentage of Ordinary Shares beneficially owned is based on 140,001,970 Ordinary Shares outstanding as of October 21, 2026.
All of the Company’s shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares. Neither the Company’s principal shareholders nor the Company’s directors and executive officers have different or special voting rights with respect to their Ordinary Shares. Unless otherwise noted, the address of each shareholder listed below is 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel.
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| Principal shareholders | Number of Ordinary Shares | % of Outstanding Ordinary Shares | ||||||
| Migdal Insurance & Financial Holdings Ltd. (1) | 13,904,886.70 | 9.93 | % | |||||
| Harel Insurance Investments & Financial Services Ltd. (2) | 12,442,173.30 | 8.89 | % | |||||
| Phoenix Financial Ltd. (3) | 10,063,273.81 | 7.19 | % | |||||
| Meitav Investment House Ltd. (4) | 9,482,240.00 | 6.77 | % | |||||
| Clal Insurance Enterprises Holdings Ltd. (5) | 11,488,040.30 | 8.21 | % | |||||
| Menora Mivtachim Holdings Ltd. (6) | 10,058,622.29 | 7.18 | % | |||||
| BlackRock, Inc. (7) | 8,631,824.00 | 6.17 | % | |||||
| Directors and executive officers | ||||||||
| Adi Leviatan (8) | 43,778.30 | * | % | |||||
| Nir Yehuda (9) | 28,836.80 | * | % | |||||
| Amit Paz (10) | 268,655.10 | * | % | |||||
| Ilan Goren (11) | 164,168.80 | * | % | |||||
| Marko Liposcak (12) | 27,375.80 | * | % | |||||
| Lisa Haimovitz (13) | 31,418.00 | * | % | |||||
| Meron Carr (14) | 51,907.80 | * | % | |||||
| Itay Banayan (15) | 32,326.00 | * | % | |||||
| Gilad Doron | 0 | * | % | |||||
| Osnat Yanushevsky Yacoby | 0 | * | % | |||||
| Gilad Yavetz (16) | 1,159,357.90 | * | % | |||||
| Yair Seroussi (17) | 20,009.50 | * | % | |||||
| Liat Benyamini (18) | 1,000.00 | * | % | |||||
| Michal Tzuk (19) | 1,008.00 | * | % | |||||
| Alla Felder (20) | 908.00 | * | % | |||||
| Dr. Shai Weil (21) | 414,677.00 | * | % | |||||
| Yitzhak Betzalel | 0 | * | % | |||||
| Zvi Furman (22) | 3,408.00 | * | % | |||||
| All executive officers and directors as a group (18 persons) | 2,248,835.00 | 1.61 | % | |||||
* Indicates ownership of less than 1%.
| (1) | Pursuant to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) with the SEC on July 23, 2026, consists of 13,904,886.70 Ordinary Shares as of June 30, 2026, beneficially owned by Migdal and entities under its control. The address of Migdal is 4 Efal St., P.O. Box 3063, Petach Tikva, Israel. |
| (2) | To the Company’s knowledge, consists of 12,442,173.30 Ordinary Shares as of September 30, 2026, beneficially owned by Harel Insurance Investments & Financial Services Ltd. (“Harel”) and entities under its control. In addition, to the Company’s knowledge, Harel holds 2,580,812 units of Series C Debentures, 104,808,902 units of Series D Debentures and 140,340,826 units of Series G Debentures. To the Company’s knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger, Mr. Gideon Hamburger and Ms. Nurit Manor. The address of Harel is Abba Hillel 3, Ramat Gan, Israel. |
| (3) | To the Company’s knowledge, consists of 10,063,273.81 Ordinary Shares as of September 30, 2026, beneficially owned by the Phoenix Financial Ltd. (“Phoenix”) and entities under its control. In addition, to the Company’s knowledge, Phoenix holds 69,057,989 units of Series C Debentures, 143,975,220 units of Series D Debentures, 173,273,198 units of Series G Debentures and 3,270,439 units of Series H Debentures. The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. |
| (4) | To the Company’s knowledge, consists of 9,482,240 Ordinary Shares as of September 30, 2026, beneficially owned by Meitav Investment House Ltd. (“Meitav”) and entities under its control. The address of Meitav is 1 Jabotinsky St., Bnei Brak, Israel. |
| (5) | To the Company's knowledge, consists of 11,488,040.30 Ordinary Shares as of September 30, 2026, beneficially owned by Clal Insurance Enterprises Holdings Ltd. (“Clal”) and entities under its control. In addition, to the Company’s knowledge, Clal holds 16,001,517 units of Series C Debentures, 34,925,750 units of Series D Debentures and 8,902,442 units of Series H Debentures. The address of Clal is 36 Raoul Wallenberg St., Tel Aviv, Israel. |
7
| (6) | To the Company’s knowledge, consists of 10,058,622.29 Ordinary Shares as of September 30, 2026, beneficially owned by Menora Mivtachim Holdings Ltd. (“Menora”) and entities under its control. In addition, to the Company’s knowledge, Menora holds 5,304,611 units of Series C Debentures and 12,000,000 units of Series H Debentures. The address of Menora is Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel. |
| (7) | Pursuant to a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on July 30, 2026, consists of 8,631,824.00 Ordinary Shares as of June 30, 2026, beneficially owned by BlackRock and entities under its control. The address of BlackRock is 50 Hudson Yards, New York, NY 10001. |
| (8) | Consists of (i) 7,890 Ordinary Shares beneficially owned directly by Ms. Leviatan, and (ii) 35,888 Ordinary Shares subject to options held by Ms. Leviatan that are exercisable within 60 days of October 21, 2026. |
| (9) | Consists of (i) 4,151 Ordinary Shares beneficially owned directly by Mr. Yehuda, and (ii) 24,686 Ordinary Shares subject to options held by Mr. Yehuda that are exercisable within 60 days of October 21, 2026. |
| (10) | Consists of (i) 257,434 Ordinary Shares beneficially owned directly by Mr. Paz, and (ii) 11,221 Ordinary Shares subject to options held by Mr. Paz that are exercisable within 60 days of October 21, 2026. |
| (11) | Consists of (i) 9,769 Ordinary Shares beneficially owned directly by Mr. Goren, and (ii) 154,400 Ordinary Shares subject to options held by Mr. Goren that are exercisable within 60 days of October 21, 2026. |
| (12) | Consists of (i) 4,934 Ordinary Shares beneficially owned directly by Mr. Liposcak, and (ii) 22,442 Ordinary Shares subject to options held by Mr. Liposcak that are exercisable within 60 days of October 21, 2026. |
| (13) | Consists of (i) 6,513 Ordinary Shares beneficially owned directly by Ms. Haimovitz, and (ii) 24,905 Ordinary Shares subject to options held by Ms. Haimovitz that are exercisable within 60 days of October 21, 2026. |
| (14) | Consists of (i) 16,298 Ordinary Shares beneficially owned directly by Mr. Carr, and (ii) 35,610 Ordinary Shares subject to options held by Mr. Carr that are exercisable within 60 days of October 21, 2026. |
| (15) | Consists of (i) 9,873 Ordinary Shares beneficially owned directly by Mr. Banayan, and (ii) 22,453 Ordinary Shares subject to options held by Mr. Banayan that are exercisable within 60 days of October 21, 2026. |
| (16) | Consists of (i) 797,879 Ordinary Shares beneficially owned directly by Mr. Yavetz, and (ii) 361,479 Ordinary Shares subject to options held by Mr. Yavetz that are exercisable within 60 days of October 21, 2026. |
| (17) | Consists of (i) 7,116 Ordinary Shares beneficially owned directly by Mr. Seroussi, and (ii) 12,894 Ordinary Shares subject to options held by Mr. Seroussi that are exercisable within 60 days of October 21, 2026. |
| (18) | Consists of 1,000 Ordinary Shares beneficially owned directly by Ms. Benyamini. |
| (19) | Consists of 1,008 Ordinary Shares beneficially owned directly by Ms. Tzuk. |
| (20) | Consists of 908 Ordinary Shares beneficially owned directly by Ms. Felder. |
| (21) | Consists of (i) 18,022 Ordinary Shares beneficially owned directly by Dr. Weil, and (ii) 396,655 Ordinary Shares owned directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr. Weil is a part. Dr. Weil disclaims beneficial ownership of the Ordinary Shares owned directly by Givon Investments Partnership (GAAS) except to the extent of his pecuniary interest therein. |
| (22) | Consists of 3,408 Ordinary Shares beneficially owned directly by Mr. Furman. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE FOLLOWING PROPOSALS.
Except as specifically provided herein, the lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained.
You should carefully read this entire Proxy Statement, including the documents referred to in this Proxy Statement.
8
PROPOSAL NO. 1
APPOINTMENT OF AUDITORS
At the General Meeting, shareholders will be asked to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services. Somekh Chaikin has no relationship with the Company or with any affiliate of the Company except to provide audit services and tax consulting services.
The following table sets out the total amount paid by the Company to Somekh Chaikin for services performed in the years ended December 31, 2025 and 2024, and breaks down these amounts by category of service:
| Year Ended December 31, | |||||||||
| 2025 | 2024 | ||||||||
| (in thousands) | |||||||||
| Audit Fees(1) | $ | 892 | $ | 861 | |||||
| Tax Fees(2) | 238 | 128 | |||||||
| Total | $ | 1,130 | $ | 989 | |||||
| (1) | Audit fees for the years ended December 31, 2025 and 2024 consisted of fees for professional services provided in connection with the audit of our annual consolidated financial statements and audit services that are normally provided by an independent registered public accounting firm in connection with statutory and regulatory filings or engagements for these years. For the year ended December 31, 2024, our auditors performed, for the first time, an integrated audit of our financial statements and our internal controls as required under the Sarbanes-Oxley Act. |
| (2) | Tax fees for the years ended December 31, 2025 and 2024 refer to professional services rendered by our auditors, which include ongoing tax advisory, tax compliance and tax consulting associated with transfer pricing. |
The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by the Company’s auditors.
The Audit Committee has adopted a pre-approval policy with respect to services provided by the Company’s auditors, and all such services are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with such policy.
It is proposed that at the General Meeting, the following resolution be adopted:
“RESOLVED, to approve the re-appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and until the next annual general meeting of shareholders, and authorize the Company’s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.”
The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution.
THE COMPANY’S AUDIT COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.
9
PROPOSAL NO. 2
ELECTION OF DIRECTORS
Background
Pursuant to the Company’s Articles of Association, the number of Company directors must not be less than five (5) nor more than thirteen (13). The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting, the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election.
The term of office of each of the current directors of the Company expires at the General Meeting. Therefore, at the General Meeting, shareholders will be asked to elect Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman. The Board of Directors has recommended and approved that the foregoing individuals be nominated for election at the General Meeting. If elected at the General Meeting, Mr. Yavetz, Mr. Seroussi, Ms. Benyamini, Ms. Tzuk, Ms. Felder, Dr. Weil, Mr. Betzalel and Mr. Furman will each serve until the 2027 annual general meeting of shareholders, and until his or her respective successor has been duly elected or appointed, or until his or her office has been vacated in accordance with applicable law or the Articles of Association. The Company is not aware of any reason why any of the nominees, if elected, would be unable or unwilling to serve as a director.
Each of Mr. Gilad Yavetz, Mr. Yair Seroussi, Ms. Liat Benyamini, Ms. Michal Tzuk, Ms. Alla Felder, Dr. Shai Weil, Mr. Yitzhak Betzalel and Mr. Zvi Furman has attested to the Board of Directors and to the Company that he or she, as applicable, meets all the requirements in connection with the election of directors under the Companies Law. In addition, the Board of Directors has determined that each of the nominees qualifies as an independent director under the applicable requirements of Nasdaq and the relevant rules of the SEC, except Mr. Gilad Yavetz, who is not independent by virtue of having served as our Chief Executive Officer until October 2025.
Since the last annual general meeting of shareholders in 2025, each director nominated for election has attended more than 90% of the meetings of the Board and the respective Board committees on which he or she served during such time.
Compensation of the Directors
Each of our directors (other than the Executive Chairman and Vice Chairman) receives an annual cash retainer of up to NIS 113,427 (or approximately $36,708, based on a New Israeli Shekel to United States Dollar exchange rate of NIS 3.09 to USD 1.0 published by the Bank of Israel on October 21, 2026 (the “NIS to USD Exchange Rate”)) with an additional payment for service on the Board and its committees of NIS 4,224 (or approximately $1,367, based on the NIS to USD Exchange Rate) per meeting. These amounts are based on, and aligned with, the Israeli Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, and include a 10% increase over the fixed amount, while not exceeding the maximum amount, as defined therein.
The Executive Chairman of our Board, Mr. Yavetz, receives an annual cash payment of NIS 1.416 million (or approximately $458,252, based on the NIS to USD Exchange Rate). In September 2025, as part of his terms of engagement as Executive Chairman, our shareholders approved a grant of 345,927 stock options, 6,726 restricted share units (“RSUs”) and 76,055 performance-based restricted share units (“PSUs”) to Mr. Yavetz. The options, RSUs and PSUs, granted under the Company’s 2010 Employee Option Allocation Plan (the “2010 Plan”), will vest in four equal annual installments of 25% each, so long as Mr. Yavetz serves as an office holder of the Company.
The Vice Chairman of our Board, Mr. Seroussi, receives an annual cash payment of NIS 600,000 (or approximately $194,175, based on the NIS to USD Exchange Rate). In September 2025, as part of his terms of engagement as Vice Chairman, our shareholders approved the grant of 51,574 stock options and 11,339 PSUs to Mr. Seroussi. The options and PSUs, granted under the Company’s 2010 Plan, will vest in four equal annual installments of 25% each, so long as Mr. Seroussi serves as an office holder of the Company. Mr. Seroussi is required to dedicate the equivalent of 40% of the time required by a full-time position to his role as Vice Chairman of our Board of Directors.
If re-elected to the Board of Directors and Proposal 3 of this Proxy Statement is approved by the shareholders, each of our directors (other than our Executive Chairman and Vice Chairman) will be entitled to the equity compensation described in such proposal.
In addition, each director benefits from coverage under the Company’s directors and officers liability insurance policies and from a letter of indemnification provided to such directors by the Company.
For information concerning the salary expenses and social benefit costs of the Company’s five highest compensated executive officers, including Mr. Yavetz, for the year ended December 31, 2025, see Item 6.B. of the Company’s Annual Report.
10
Background of the Directors
The nominees to serve on the Board of Directors are below and the following information with respect to the nominees is supplied based upon the information furnished to the Company by the nominees as of the date of this Proxy Statement:
| Name | Age | Position |
| Gilad Yavetz | 56 | Executive Chairman of the Board |
| Yair Seroussi | 70 | Vice Chairman of the Board |
| Liat Benyamini | 49 | Director |
| Michal Tzuk | 50 | Director |
| Alla Felder | 53 | Director |
| Dr. Shai Weil | 56 | Director |
| Yitzhak Betzalel | 60 | Director |
| Zvi Furman | 77 | Director |
Gilad Yavetz is Enlight’s co-founder, and was appointed full-time Executive Chairman of the Board of Directors, effective October 2025. Prior to his appointment as Executive Chairman of the Board of Directors, Mr. Yavetz served as Chief Executive Officer since Enlight’s inception in 2008. Prior to the establishment of Enlight, Mr. Yavetz served as a VP Marketing and Sales of BVR Systems (1998), a leading defense-tech company that develops and provides advanced training and embedded simulation systems worldwide, and which was acquired by Elbit Systems Ltd. in 2008. Mr. Yavetz holds an M.B.A. from the Executive Program at Tel Aviv University and an LL.B. from the Hebrew University of Jerusalem.
Yair Seroussi has served as the Chairman of the Board of Directors since May 2018, and was appointed Vice Chairman of the Board of Directors, effective October 2025. Mr. Seroussi serves as the chairman of ZIM Integrated Shipping Services Ltd. (NYSE: ZIM), a global shipping operator. He is currently on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR), and Stratasys Ltd. (Nasdaq: SSYS). He is also chairman of Tovanot B’Hinuch (a non-profit organization). Mr. Seroussi brings immense experience to the boardroom, having served as chairman of Bank Hapoalim, one of Israel’s largest banks, and of the Association of Banks in Israel, and having led Morgan Stanley’s Israeli operations for over 15 years. In addition to his various professional roles, Mr. Seroussi sits on the Board of Governors at the Hebrew University, Weizmann Institute and the Shenkar College of Engineering, Design and Art, and he acts as chairman of the Eli Hurvitz Institute of Strategic Management at Tel Aviv University. Mr. Seroussi holds a B.A. in Economics and Political Science from the Hebrew University of Jerusalem.
Liat Benyamini has served as a member of the Board of Directors since April 2021. Ms. Benyamini has served as a director in numerous private and public companies. Ms. Benyamini serves as a partner in Sky Private Equity, one of Israel’s largest mid-market private equity funds. Her current board roles include BST GROUP E.A.W. LTD (TLV: BSTG). Ms. Benyamini is a Certified Public Accountant. She holds an M.A. in Contemporary Asian Studies and a B.A. degree in Accounting, Statistics and Operations Research, both from Tel Aviv University.
Michal Tzuk has served as a member of the Board of Directors since April 2021. Ms. Tzuk has served as the Chief Business Development Officer at Danel (Adir Yeoshua) Ltd. (TLV: DANE), a company that operates in human resources, nursing, special needs and medicine, since June 2019. Prior to that, she served as Senior Deputy Director General and Director of Employment Regulation at (1) the Israeli Ministry of Economy and Industry (f/k/a the Ministry of Industry, Trade and Labor and the Ministry of Economy) from February 2012 to July 2016 and (2) the Israeli Ministry of Labor, Social Affairs and Social Services from August 2016 to January 2018. Ms. Tzuk was previously the Economic Assistant to the Chief Executive Officer of the Tel Aviv Sourasky Medical Center (Ichilov) and held various roles in the budget division of the Israeli Ministry of Finance. Ms. Tzuk currently serves on the board of directors of Avia Home Ltd. and is a member of the public council and the finance committee of Sam Spiegel Jerusalem Film & Television School. She previously served on boards of directors and committees of various other companies and organizations. Ms. Tzuk holds an LL.B. in Law and Economics and an M.B.A., both from the Hebrew University of Jerusalem. Ms. Tzuk also graduated from the Wexner Senior Leadership Program at the Harvard Kennedy School (Center for Public Leadership, Executive Education, Harvard University).
Alla Felder has served as a member of the Board of Directors since July 2023. Ms. Felder has been serving as the Chief Financial Officer of Weebit Nano Ltd. (ASX: WBT) since 2016. Ms. Felder serves on the boards, including the audit and compensation committees, of several publicly listed companies across several industries, including Redhill BioPharma Ltd. (Nasdaq: RDHL), REE Automotive Ltd. (Nasdaq: REE), Ashtrom Properties Ltd. (TASE: ASHG), Israel Shipyards Ltd. (TASE: ISHI), Biolight Ltd. (TASE: BOLT), Photomyne Ltd. (TASE: PHTM) and IdoMoo Ltd. (TASE: IDMO). In addition, Ms. Felder serves as an External Board Member at Blink Ltd. Ms. Felder was a senior manager at PricewaterhouseCoopers and received a B.A. in Business Administration and Accounting from the College of Management Academic Studies Division in Rishon Lezion, Israel, and an Executive Master’s degree in the Science of Finance from the City University of New York. Ms. Felder is a Certified Public Accountant in Israel.
11
Dr. Shai Weil has served as a member of the Board of Directors since November 2009. Dr. Weil is an executive and a partner in various companies in the fields of industrial, technology, real estate, trade and services, including Milgam Ltd. (Group), Pango, AllCloud (Group), Minrav Group Ltd. (TLV: MNRV), Essence Partners, Har Tuv Group, Lumen Capital and the Israel Post Company. Dr. Weil serves as the chairman at Har Tuv Group, Lumen Capital, Essence Partners, Minrav Group Ltd., Unigaea Ltd., Exelera Telcom Ltd. and AllCloud. He is a member of the boards of Aluma (a non-profit organization) and JGIVE (a non-profit organization dedicated to cultivating a culture of philanthropy in Israel). Dr. Weil holds a B.A. in Economics and Business Administration from Bar-Ilan University in Ramat Gan, Israel, an M.S. in Management from Boston University in Massachusetts and a D.P.S. in International Business and Management from Pace University in New York.
Yitzhak Betzalel has served as a member of the Board of Directors since August 2018. In 2014, Mr. Betzalel founded Boss Capital Ltd., an Israeli boutique Investment Banking firm that focuses on infrastructure, energy and real estate transactions in Israel and Europe. Mr. Betzalel previously served on the board of directors of Odem Finance Ltd. He has also served as a member of the investment committee since 2018 and credit committee since 2019 at Amitim Pension Funds. Mr. Betzalel’s prior positions include Chief Executive Officer of Migdal Underwriting and Business Initiatives Ltd., Chief Executive Officer of Odem Funding Ltd, chairman of LabOne Innovations, Deputy to the Chief Executive Officer of Clal Finance Underwriting Ltd., Chief Economist of Clal Israel Ltd., Chief Executive Officer of ByTech Communications Ltd. and Director of Business Development of Clal Tourism Ltd. Mr. Betzalel holds an M.A. in Economics and in Business Administration and a B.A. in Business Administration and Economics from the Hebrew University of Jerusalem.
Zvi Furman has served as a member of the Board of Directors since September 2019. He currently serves as chairman of the credit committee of Meitav Dash Provident and Pension Funds Ltd. and previously served on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR) and Koret Israel Economic Development Funds. He previously served as managing partner of KCPS Manof (2009) Ltd., as general manager of Bank Hapoalim in the United States and as general manager of Bank Otsar Hachayal. Mr. Furman holds a B.A. in Economics and Political Science and an M.A. in Business Administration, both from Tel Aviv University.
It is proposed that at the General Meeting, the following separate resolutions be adopted:
“RESOLVED, to elect each of the following nominees to the Board of Directors of the Company, to hold office until the close of the Company’s annual general meeting to be held in 2027, and until his or her successor has been duly elected or appointed, or until his or her office has been vacated:
| a. | Mr. Gilad Yavetz |
| b. | Mr. Yair Seroussi |
| c. | Ms. Liat Benyamini |
| d. | Ms. Michal Tzuk |
| e. | Ms. Alla Felder |
| f. | Dr. Shai Weil |
| g. | Mr. Yitzhak Betzalel |
| h. | Mr. Zvi Furman” |
The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt these resolutions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF MR. GILAD YAVETZ, MR. YAIR SEROUSSI, MS. LIAT BENYAMINI, MS. MICHAL TZUK, MS. ALLA FELDER, DR. SHAI WEIL, MR. YITZHAK BETZALEL AND MR. ZVI FURMAN TO THE BOARD OF DIRECTORS.
12
PROPOSAL NO. 3
GRANT OF RESTRICTED SHARE UNITS TO MEMBERS OF THE BOARD OF DIRECTORS
Background
The Company’s Compensation Committee and Board of Directors have each approved, and recommended that the Company’s shareholders approve, the grant of 2,502 RSUs to each member of our Board of Directors, other than the Executive Chairman and Vice Chairman (the “Eligible Directors”). For information about the compensation of the Executive Chairman and Vice Chairman, refer to Proposal 2 in this Proxy Statement.
If approved by shareholders at the General Meeting, the RSUs will be awarded without consideration on or about April 21, 2027, the final vesting date for the previous grant of RSUs to directors in 2024, to all Eligible Directors serving at such time. The RSUs will automatically convert into an equal number of Ordinary Shares of the Company upon vesting, which will occur in three equal annual installments of 33 1/3%, with the first installment to vest one year from the grant date and an additional 33 1/3% to vest on each annual anniversary of the vesting date thereafter. The RSUs will be granted under our 2010 Plan and the Compensation Policy and will be subject to their terms, including with respect to any adjustment and acceleration mechanisms, as well as the relevant grant letter or agreement.
To develop the RSU grant recommendations, the members of the Compensation Committee and Board were presented with comparative data regarding equity compensation for non-executive directors in companies with similar market characteristics. The members of the Compensation Committee and Board believe that the proposed grants are on market terms and are in line with customary and acceptable practices regarding remuneration of directors in Israeli and dually listed companies with similar characteristics. Furthermore, the Compensation Committee and Board are of the opinion that the value of the proposed grants would not create an unwanted risk incentive for our directors.
The Ordinary Shares of the Company received upon vesting of the RSUs will be registered for trading on the TASE. In addition, such Ordinary Shares will also be subject to the registration statement on Form S-8 filed by the Company with the SEC.
Detail Regarding Director Compensation
The following is a breakdown of the compensation expected to be paid in 2027 to each of the Eligible Directors (in terms of cost to the Company, in NIS thousands), including the proposed RSU awards, in accordance with the sixth addendum to the Israeli Securities Regulations (Periodic and Immediate Reports), 19801:
| Details of Recipient of Compensation | Compensation for Services | Total | |||||||||
| Name | Position | Scope of Position | % of Equity Owned | Salary | Bonus | Equity-based Compensation2 | Management Fees | Consulting Fees | Fees3 | Other | |
| Liat Benyamini | Director | - | * |
- |
- | 172 | - | - | 316 | - | 488 |
|
Yitzhak Betzalel |
Director | - | * | - | - | 172 | - | - | 308 | - | 480 |
|
Alla Felder |
Director | - | * | -- | - | 172 | - | - | 232 | - | 404 |
|
Zvi Furman |
Director | - | * | - | - | 172 | - | - | 270 | - | 442 |
|
Michal Tzuk |
Director | - | * | - | - | 172 | - | - | 278 | - | 450 |
|
Dr. Shai Weil |
Director | - | * | - | - | 172 | - | - | 270 | - | 442 |
1 Assumes that each of the Eligible Directors will be elected pursuant to Proposal 2 of this Proxy Statement.
2 Equity-based Compensation for 2027 covers the full year. For January through April 2027, it reflects the value attributable to RSUs granted in 2024, which complete vesting in April 2027. For May through December 2027, it reflects the value attributable to the new RSU grant proposed to be made to Eligible Directors in April 2027.
3 Assumes that the number of committee and Board meetings to be held in 2027 will be identical to the number expected to be held in 2026 (based on the actual number of such meetings held through September 30, 2026, and the estimated number for the remainder of 2026), and assumes full attendance.
* Indicates ownership of less than 1%.
13
Rationale for Proposed Equity Grant
The Compensation Committee and Board believe that awarding the proposed equity compensation will allow the Company to provide Eligible Directors with appropriate and balanced incentives that are consistent with the scope and nature of the Company’s operations. The Compensation Committee and Board further believe that awarding RSU compensation creates an appropriate correlation between the price of our Ordinary Shares and the interests of our shareholders, on the one hand, and the compensation of our directors, on the other. Additionally, the proposed equity compensation awards are in accordance with the terms of our Compensation Policy, which provides, among other provisions, that equity compensation awards to directors shall not exceed 50% of a director’s total annual compensation.
The Compensation Committee and Board are of the opinion that awarding the proposed equity compensation promotes the goals and objectives of the Company and its policies from a long-term perspective, appropriately considers the risks associated with the Company’s operations, and adjusts the components of the compensation package to the size of the Company and the nature of its operations.
In accordance with the above, the Compensation Committee and Board are of the opinion that the proposed RSU grants to our Eligible Directors are in the best interests of the Company, in accordance with the Companies Law, and are fair and reasonable under the circumstances.
It is proposed that at the General Meeting, the following resolution be adopted:
“RESOLVED, to approve the grant of 2,502 restricted share units to each director of the Company, other than the Executive Chairman and Vice Chairman.”
The affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required to adopt this resolution.
THE COMPANY’S COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THIS RESOLUTION.
14
OTHER BUSINESS
Other than as set forth above, as of the mailing of this Proxy Statement, the Company knows of no business to be transacted at the General Meeting; however, if any other matters are properly presented at the General Meeting, it is intended that the persons named as proxies will vote upon such matters, pursuant to their discretionary authority, according to their best judgment and in the interest of the Company.
SHAREHOLDER PROPOSALS FOR 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Under the Companies Law and the Company’s Articles of Association, shareholders who severally or jointly hold at least 1% of the Company’s outstanding voting rights are entitled to request that the Board of Directors include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting. To be considered for inclusion in the Company’s proxy statement for our 2027 annual general meeting of shareholders pursuant to the Companies Law, shareholder proposals must be in writing and must be properly submitted to the Company’s offices, c/o Ms. Lisa Haimovitz, at 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel, and must otherwise comply with the requirements of the Companies Law. The written proposal must be received by the Company not later than the seventh calendar day following the day on which the Company calls and provides notice of the 2027 annual general meeting of shareholders.
The Company currently expects that the agenda for the annual general meeting of shareholders to be held in 2027 will include, among others, (1) the election (or re-election) of directors; (2) the approval of the appointment (or re-appointment) and compensation of the Company’s auditors; and (3) presentation for discussion of the financial statements of the Company for the year ended December 31, 2026.
NON-IFRS FINANCIAL MEASURES
This Proxy Statement may present Adjusted EBITDA, a financial metric, which is provided as a complement to the results provided in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
We define Adjusted EBITDA as net income (loss) plus depreciation and amortization, share-based compensation, finance expenses, taxes on income and share in losses of equity accounted investees and minus finance income, gains from projects disposals and non-recurring portions of other income, net. For the purposes of calculating Adjusted EBITDA, compensation for inadequate performance of goods and services procured by the Company is included in other income, net. Compensation for inadequate performance of goods and services reflects the profits the Company would have generated under regular operating conditions and is therefore included in Adjusted EBITDA. With respect to gains (losses) from asset disposals, as part of our strategy to accelerate growth and reduce the need for equity financing, the Company sells parts of or the entirety of selected renewable project assets from time to time, and therefore includes realized gains or losses from these asset disposals in Adjusted EBITDA. In the case of partial assets disposals, Adjusted EBITDA includes only the actual consideration less the book value of the assets sold. Our management believes Adjusted EBITDA is indicative of operational performance and ongoing profitability and uses Adjusted EBITDA to evaluate the operating performance and for planning and forecasting purposes.
Non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under IFRS. There are a number of limitations related to the use of non-IFRS financial measures versus comparable financial measures determined under IFRS. For example, other companies in our industry may calculate the non-IFRS financial measures that we use differently or may use other measures to evaluate their performance. All of these limitations could reduce the usefulness of our non-IFRS financial measures as analytical tools. Investors are encouraged to review the related IFRS financial measure, Net Income, and to not rely on any single financial measure to evaluate our business performance.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements contained in this Proxy Statement other than statements of historical fact, including, without limitation, statements regarding the proposed grant of RSUs to Eligible Directors, including the anticipated timing, terms and vesting of such grant; the compensation expected to be paid to Eligible Directors in 2027, including assumptions regarding the number of Board and committee meetings to be held and attendance at such meetings; the expected benefits of the proposed equity compensation, including its anticipated impact on director incentives and alignment with shareholder interests; and the Company’s business strategy and plans, are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” “forecasts,” “aims” or the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.
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These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our ability to site suitable land for, and otherwise source, renewable energy projects and to successfully develop and convert them into operational projects, as well as timing of construction of any project; availability of, and access to, interconnection facilities and transmission systems; our ability to obtain and maintain governmental and other regulatory approvals and permits, including environmental approvals and permits; construction delays, operational delays and supply chain disruptions leading to increased cost of materials required for the construction of our projects, as well as cost overruns and delays related to disputes with contractors; disruptions in trade caused by political, social or economic instability in regions where our components and materials are made; our suppliers’ ability and willingness to perform both existing and future obligations; competition from traditional and renewable energy companies in developing renewable energy projects; potential slowed demand for renewable energy projects and our ability to enter into new offtake contracts on acceptable terms and prices as current offtake contracts expire; offtakers’ ability to terminate contracts or seek other remedies resulting from failure of our projects to meet development, operational or performance benchmarks; exposure to market prices in some of our offtake contracts; various technical and operational challenges leading to unplanned outages, reduced output, interconnection or termination issues; the dependence of our production and revenue on suitable meteorological and environmental conditions, and our ability to accurately predict such conditions; our ability to enforce warranties provided by our counterparties in the event that our projects do not perform as expected; government curtailment, energy price caps and other government actions that restrict or reduce the profitability of renewable energy production; electricity price volatility, unusual weather conditions (including the effects of climate change, which could adversely affect wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards; our dependence on certain operational projects for a substantial portion of our cash flows; our ability to continue to grow our portfolio of projects through successful acquisitions; changes and advances in technology that impair or eliminate the competitive advantage of our projects or upset the expectations underlying investments in our technologies; our ability to effectively anticipate and manage cost inflation, interest rate risk, currency exchange fluctuations and other macroeconomic conditions that impact our business; our ability to retain and attract key personnel; our ability to manage legal and regulatory compliance and litigation risk across our global corporate structure; our ability to protect our business from, and manage the impact of, cyber-attacks, disruptions and security incidents, as well as acts of terrorism or war; changes to existing renewable energy industry policies and regulations that present technical, regulatory and economic barriers to renewable energy projects; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy; our ability to effectively manage the global expansion of the scale of our business operations; our ability to perform to expectations in our new line of business involving the construction of PV systems for municipalities in Israel; our ability to effectively manage our supply chain and comply with applicable regulations with respect to international trade relations, the impact of tariffs on the cost of construction and our ability to mitigate such impact, sanctions, export controls and anti-bribery and anti-corruption laws; our ability to effectively comply with Environmental Health and Safety and other laws and regulations and receive and maintain all necessary licenses, permits and authorizations; our performance of various obligations under the terms of our indebtedness (and the indebtedness of our subsidiaries that we guarantee) and our ability to continue to secure project financing on attractive terms for our projects; limitations on our management rights and operational flexibility due to our use of tax equity arrangements; potential claims and disagreements with partners, investors and other counterparties that could reduce our right to cash flows generated by our projects; our ability to comply with increasingly complex tax laws of various jurisdictions in which we currently operate as well as the tax laws in jurisdictions in which we intend to operate in the future; our ability to obtain tax benefits and credits in the U.S. or other jurisdictions; the unknown effect of the dual listing of our Ordinary Shares on the price of our Ordinary Shares; various risks related to our incorporation and location in Israel, including the ongoing war in Israel, where our headquarters and some of our wind energy and solar energy projects are located; the costs and requirements of being a public company, including the diversion of management’s attention with respect to such requirements; certain provisions in our Articles of Association and certain applicable regulations that may delay or prevent a change of control; and other risk factors set forth in the section titled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC, as may be updated in our other documents filed with or furnished to the SEC.
These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this Proxy Statement. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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ADDITIONAL INFORMATION
The Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the SEC on March 30, 2026, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investor Relations section of the Company’s website at https://enlightenergy.com.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be considered as an admission that the Company is subject to those proxy rules.
By Order of the Board of Directors
Lisa Haimovitz
VP, General Counsel
October 28, 2026
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Exhibit 99.2
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. T 04557 - P 58277 1 . Approve the re - appointment of Somekh Chaikin, a member firm of KPMG International, as the Company ’ s independent registered public accounting firm for the year ending December 31 , 2026 , and until the next annual general meeting of shareholders, and authorize the Company ’ s Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services . 2 . 3 . Approve the grant of 2 , 502 restricted share units to each director of the Company, other than the Executive Chairman and Vice Chairman . Elect each of the following nominees to the Board of the Company, to hold office until the close of the Company ’ s annual general meeting to be held in 2027 , and until his or her successor has been duly elected or appointed, or until his or her office has been vacated : 2 a . Mr . Gilad Yavetz 2 b. Mr. Yair Seroussi 2 c. Ms. Liat Benyamini 2 d. Ms. Michal Tzuk 2 e. Ms. Alla Felder 2 f. Dr. Shai Weil 2 g. Mr. Yitzhak Betzalel 2 h. Mr. Zvi Furman For Against Abstain For Against Abstain ! ! ! ENLIGHT RENEWABLE ENERGY LTD. The Board of Directors recommends you vote FOR the following proposals: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE : Should any other matter requiring a vote of the shareholders arise, the proxies named herein are authorized to vote in accordance with their best judgment in the interest of the Company . For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! SCAN TO VIEW MATERIALS & VOTE ENLIGHT RENEWABLE ENERGY LTD. 13 AMAL ST., AFEK INDUSTRIAL PARK ROSH HA ’ AYIN 4809249 , ISRAEL VOTE BY INTERNET - www . proxyvote . com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e - mail or the Internet . To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 .
T 04558 - P 58277 Continued and to be signed on reverse side Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. ENLIGHT RENEWABLE ENERGY LTD. ANNUAL GENERAL MEETING OF SHAREHOLDERS To be held on December 9 , 2026 , at 4:00 p.m. Israel time This Proxy Is Solicited On Behalf Of The Board Of Directors The undersigned shareholder(s) hereby appoint(s) Ms . Lisa Haimovitz and Ms . Helit Megido, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ENLIGHT RENEWABLE ENERGY LTD . that the shareholder(s) is/are entitled to vote as of the close of business on November 2 , 2026 at the Annual General Meeting of Shareholders to be held at 4 : 00 p . m . Israel time, on December 9 , 2026 , at 13 Amal St . , Afek Industrial Park, Rosh Ha ’ ayin 4809249 , Israel, and any adjournment or postponement thereof . This proxy, when properly executed, will be voted in the manner directed herein . To the extent permitted by law and applicable stock exchange requirements, if no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations . Should any other matter requiring a vote of the shareholders arise, the proxies named above are authorized to vote in accordance with their best judgment in the interest of the Company . Any and all proxies given by the undersigned prior to this proxy are hereby revoked .