InMode Ltd 6-K, filed Feb 14, 2023
InMode Ltd. (INMD)
6-K
2023-02-14
For: 2023-02-14
View Original
Added on
April 04, 2026
About this 6-K
InMode Ltd filed this 6-K on February 14, 2023.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
INMODE LTD.
(Exact name of registrant as specified in its charter)
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206 Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
On February 14, 2023, InMode Ltd. (the “Company”) announced that it will hold its Annual General Meeting of the
Shareholders of the Company on Monday, April 3, 2023, beginning at 17:00, Israel time, at the offices of the Company located at Tavor Building, Sha’ar Yokneam Industrial Park, Yokneam, Israel. A copy of the proxy statement is attached hereto as
Exhibit 99.1.
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Exhibit No.
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Description of Exhibit
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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InMode Ltd.
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By:/s/ Moshe Mizrahy
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Moshe Mizrahy
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Chief Executive Officer and Chairman of
The Board of Directors
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Dated February 14, 2023
Exhibit 99.1
Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206,
Israel
February 14, 2023
Dear Shareholder,
You are cordially invited to attend an annual
general meeting (the “Meeting”) of the shareholders of InMode
Ltd. (the “Company”), to be held on Monday, April 3, 2023,
beginning at 17:00, Israel time, at the offices of the Company located at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel.
The Company’s notice of the Meeting, as published on February 14, 2023, and the proxy statement (“Proxy
Statement”) included within the following pages, describe in detail the matters to be acted upon at the Meeting.
Only shareholders who held shares at the close of business on February 24, 2023, are entitled to notice of, and to vote at, the Meeting
and any adjournment or postponement thereof.
The Company's board of directors recommends a vote “FOR” each of the matters set forth in the notice.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the
Meeting. Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. Accordingly, after reading the enclosed Notice of Annual
General Meeting of Shareholders and accompanying Proxy Statement, please sign, date, and mail the enclosed proxy card by means of the envelope provided, or otherwise vote by telephone or over the internet in accordance with the instructions given in
your proxy card.
We look forward to seeing as many of you as can attend the Meeting.
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Very truly yours,
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/s/ Moshe Mizrahy
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Moshe Mizrahy
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CEO and Chairman of the Board of Directors
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INMODE LTD.
Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206,
Israel
Tel: +972-4-909-6313
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on April 3, 2023
Notice is hereby given to the holders of ordinary
shares, nominal value NIS 0.01 per share, of InMode Ltd. (the “Company”) in connection with the solicitation by the board of directors of the Company (the “Board”) of proxies for use at the annual general meeting of its shareholders (the “Meeting”) to be held on Monday, April 3, 2023, at 17:00 Israel time, at the offices of the Company at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel.
The Meeting is being called for the following purposes:
(1) to re-elect Dr. Hadar Ron to serve as a Class I director of the Company, and to hold office until the
close of business of the annual general meeting of shareholders to be held in 2026 and until her respective successor is duly elected and qualified, or until her earlier resignation or retirement;
(2) to approve an increase in the number of the Company's authorized ordinary shares and authorized share
capital, and to amend and restate the Articles of Association of the Company to reflect such increase;
(3) to approve an amendment to the terms of engagement of the Company's Chief Executive Officer and Chairman
of the Board, Mr. Moshe Mizrahy;
(4) to approve an amendment to the terms of engagement of the Company's Chief Technology Officer (and a member
of the Board), Dr. Michael Kreindel;
(5) to approve the grant to each of our following non-executive directors: Dr. Michael Anghel, Mr. Bruce Mann
and Dr. Hadar Ron, of 2,000 restricted share units under the Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on February 13, 2024, and the remaining half shall vest on February 13, 2025; and
(6) to approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PwC, as
the Company’s independent auditors for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024.
The Board recommends that the shareholders vote in favor of each of the above proposals, which will be described in a proxy statement
to be made available to the Company’s shareholders.
In addition, shareholders attending the Meeting will have an opportunity to review and ask questions regarding the financial
statements of the Company for the fiscal year ended December 31, 2022.
We are currently not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the
Meeting, it is intended that the persons designated as proxies will vote upon such matters in accordance with their best judgment and the interest of the Company.
In accordance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder (the “Companies
Law”), any shareholder of the Company holding at least 1% (one percent) of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting in accordance with Section
66(b) of the Companies Law, no later than February 21, 2023, and for all other agenda items, no later than February 17, 2023. To the extent that there are any additional agenda items that the Board determines to add as a result of any such
submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, no later than February 28, 2023, with respect to proposed additional agenda items in accordance with Section 66(b) of the Companies Law, and no later
than February 24, 2023 with respect to all other proposed additional agenda items.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting rights in
the Company, constitutes a quorum for purposes of the Meeting. In the absence of the requisite quorum of shareholders at the Meeting, the Meeting will be adjourned to Monday, April 10, 2023, at the same time and place, unless otherwise determined at
the Meeting in accordance with the Company’s articles of association. At such adjourned meeting the presence of any shareholder in person or by proxy (regardless of the voting power represented by his/her/it shares) will constitute a quorum.
Only shareholders of record at the close of business on Friday, February 24, 2023, are entitled to notice of, and to vote at, the
Meeting, or at any adjournment or postponement thereof.
Approval of each of Proposals 1, 2, 3, 4, 5 and 6 requires the affirmative vote of the holders of a majority of the voting power
represented at the Meeting or at any adjournment thereof in person or by proxy and voting thereon.
A proxy statement describing the various matters to be voted upon at the Meeting along with a proxy card enabling the
shareholders to indicate their vote on each matter will be mailed on or about March 8, 2023, to all shareholders entitled to participate in and vote at the Meeting. Such proxy statement will also be publicly filed with the U.S. Securities and
Exchange Commission (the “SEC”) under cover of Form 6-K and will be available on the Company’s website www.inmodemd.com. Proxies must be submitted to the Company or to its transfer agent no later than
midnight on the night prior to the Meeting. Proxies delivered to the Company or to its transfer agent after such time will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included
in such proxies. If your ordinary shares in the Company are held in “street name” (meaning held through a bank, broker or other nominee), you will be able to either direct the record holder of your shares on how to vote your shares or obtain a legal
proxy from the record holder that enabled you to participate in and to vote your shares at the Meeting (or to appoint a proxy to do so).
In accordance with the Israeli Companies Law, any shareholder of the Company may submit to the Company a position statement on its
behalf, expressing its position on any, some or all agenda items for the Meeting, either via mail to the Company’s offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael Lickerman, VP Finance, or by e-mail
to Rafael.Lickerman@inmodemd.com, no later than March 27, 2023. Reasonable costs incurred by the Company in dealing with a position statement shall be borne by the submitting shareholder. Any position statement received will be furnished to the SEC
on Form 6-K, and will be made available to the public on the SEC’s website at http://www.sec.gov.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Moshe Mizrahy
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Moshe Mizrahy
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CEO and Chairman of the Board of Directors
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February 14, 2023
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INMODE LTD.
Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206,
Israel
Tel: +972-4-909-6313
PROXY STATEMENT
General Information
This proxy statement (the “Proxy Statement”) and the accompanying proxy card are being
furnished to the holders of ordinary shares, nominal value NIS 0.01 per share, of InMode Ltd., an Israeli company (the “Company”), in connection with the solicitation of proxies by the board of directors of the
Company (the “Board”), for use at the annual general meeting of shareholders of the Company (the “Meeting”) to be held on Monday, April 3, 2023, beginning at 17:00 Israel
time, at the offices of the Company at Tavor Building, Sha'ar Yokneam Industrial Park, Yokneam, Israel. You are entitled to notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on Friday, February 24, 2023,
the record date for the Meeting (the “Record Date”).
The Proxy
Each of Moshe Mizrahy and Yair Malca may be appointed as proxies by the shareholders entitled to vote at the Meeting with respect to
the matters to be voted upon at the Meeting.
All ordinary shares represented by properly executed proxies delivered to the Company's transfer agent, American Stock Transfer &
Trust Company, or to the Company by mail at its offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael Lickerman, VP Finance, or by e-mail to Rafael.Lickerman@inmodemd.com, will be voted as specified in
the instructions indicated in such proxies. Proxies must be submitted to the Company or to its transfer agent no later than midnight on the night prior to the Meeting. Proxies delivered to the Company or to its transfer agent after such time will be
presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If you are a shareholder of record as of the record date for the Meeting, subject to applicable law and the
rules of the Nasdaq Global Select Market (“Nasdaq”), if no instructions are indicated in such proxies with respect to the Proposal, the shares represented by properly executed and received proxies will be voted
“FOR” each of the Proposals. If you hold your shares in “street name” through a broker, bank or other nominee, you are considered, with respect to those shares, a beneficial owner. Absent specific instructions from the beneficial owner of the shares,
brokers are not allowed to exercise their voting discretion with respect to any items presented at the Meeting, as described below.
Revocation of Proxies
A shareholder may revoke a proxy in one of the following ways: (i) by written notice of the revocation of the proxy delivered to the
Company's transfer agent, American Stock Transfer & Trust Company, or by mail to the Company at its offices at Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam 2069206, Israel, Attention: Rafael
Lickerman, VP Finance, or by e-mail to Rafael.Lickerman@inmodemd.com, before midnight on the night prior to the time of the Meeting canceling the proxy or appointing a different proxy, (ii) by written notice of the revocation of the proxy delivered
at the Meeting to the chairman of the Meeting, or (iii) by attending and voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation of a proxy.
Shareholders Entitled to Vote – Record Date
Shareholders of record who held ordinary shares at the close of business on Friday, February 24, 2023, are entitled to notice of, and
to vote at, the Meeting. In addition, shareholders who, as of the Record Date, held ordinary shares through a bank, broker or other nominee which is a shareholder of record of the Company at the close of business on the Record Date, or which appears
in the participant list of a securities depository on that date, are considered to be beneficial owners of shares held in “street name”. These proxy materials are being forwarded to beneficial owners by the bank, broker or other nominee that is
considered the holder of record with respect to the Company’s ordinary shares. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Meeting, but may not actually vote their shares in person at
the Meeting unless they first obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.
As of January 20, 2023, there were 83,070,917 ordinary shares issued, outstanding and entitled to vote at the Meeting.
Quorum and Required Vote
Pursuant to the Company’s articles of association, the quorum required for the Meeting consists of at least two shareholders present,
in person or by proxy, who hold or represent between them at least 25% of the Company’s voting power. If a quorum is not present within thirty (30) minutes from the time designated for the Meeting, the Meeting will stand adjourned to Monday, April
10, 2023, at the same time and place, unless otherwise determined at the Meeting in accordance with the Company’s articles of association (the “Adjourned Meeting”). At such Adjourned Meeting the presence of any
shareholder in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum. Any reference in this Proxy Statement to the term Meeting shall include the term “Adjourned Meeting” for all purposes.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker
non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Meeting but does not vote on a particular proposal because that holder does not have
discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not
received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares, however, brokers are not allowed to exercise their voting discretion with respect to any proposals that are considered non-routine. If
you hold your shares in “street name” and do not provide your broker with specific instructions regarding how to vote on any proposal, your broker will not be permitted to vote your shares on the proposal, resulting in a “broker non-vote”.
Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.
Approval of each of Proposals 1, 2, 3, 4, 5 and 6 requires the affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting or at any adjournment thereof in person or by proxy and voting thereon.
The Board recommends shareholders vote “FOR” each of the Proposals set forth in the Proxy
Statement.
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Except 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.
On each matter submitted to the shareholders for consideration at the 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 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.
Each ordinary share is entitled to one vote on each proposal or item that comes before the Meeting. If two or more persons are
registered as joint owners of any ordinary share, the right to vote at the Meeting and/or the right to be counted as part of the quorum thereat will be conferred exclusively upon the more senior among the joint owners attending the Meeting in person
or by proxy. For this purpose, seniority will be determined by the order in which the names appear in the Company’s Register of Shareholders.
How You Can Vote
You can vote your shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares
held as a record holder and shares held in “street name” (through a broker, trustee or nominee). Record holders of shares will receive proxy cards. Holders of shares in “street name” will receive either proxy cards or voting instruction cards
directly from their bank, broker or nominee in order to instruct their banks, brokers or other nominees on how to vote.
Shareholders of Record
If you are a shareholder of record (that is, you hold a share certificate that is registered in your name or you are listed as a
shareholder in the Company’s share register), you can submit your vote by completing, signing and submitting a proxy card, which has or will be sent to you and which will be accessible at the Investors section of the Company’s website, as described
below under “Availability of Proxy Materials”.
Please follow the instructions on the proxy card. If you provide specific instructions (by marking a box) with regard to the proposals,
your shares will be voted as you instruct. The persons named as proxies in the enclosed proxy card will furthermore vote in accordance with the recommendations of the Board on any other matters that may properly come before the Meeting.
Shareholders Holding in “Street Name”
If you hold the Company's ordinary shares in “street name”, that is, you are an underlying beneficial holder who holds ordinary shares
through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the ordinary shares in accordance with the voting instructions on your voting instruction card. Because a beneficial
owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Meeting.
Please follow the instructions on the voting instruction card received from your bank, broker or nominee. You may also be able to submit
voting instructions to a bank, broker or nominee by phone or via the Internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready for use in providing
your voting instructions.
It is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its
shares if the shareholder wants its shares to count for the proposal.
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Voting Results
The preliminary voting results will be announced at the Meeting. The final voting results will be tallied by the Company's legal
counsels, based on the information provided by the Company's transfer agent or otherwise and will be published following the Meeting on a Form 6-K that will be publicly filed with the SEC.
Proxy Solicitation
The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers,
employees and agents of the Company may solicit proxies from shareholders by telephone, emails, personal interview or otherwise. Such directors, officers, employees and agents will not receive additional compensation, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and
such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. The Company may also retain an independent contractor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by
the Company. Proxies must be submitted to the Company or to its transfer agent no later than midnight on the night prior to the Meeting. Proxies delivered to the Company or to its transfer agent after such time will be presented to the chairperson of
the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies.
Availability of Proxy Materials
Copies of the proxy card, the Notice of the Annual Meeting of Shareholders and this Proxy Statement are available at the Investors
section of our Company’s website at www.inmodemd.com. The contents of that website are not a part of this Proxy Statement.
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
For information regarding compensation granted
to the Company's executive officers during or with respect to the year ended December 31, 2022, please see Item 6 B. of our annual report on Form 20-F for the year ended December 31, 2022, which was filed with the SEC on February 14, 2023, and is
accessible through the Company’s website at www.inmodemd.com or through the SEC’s website at www.sec.gov.
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Company's ordinary shares as of December
31, 2022, by:
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each of the Company's directors and executive officers;
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all of the Company's executive officers and directors collectively as a group; and
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each person (or group of affiliated persons) known by the Company to be the beneficial owner of more than 5% of the outstanding ordinary shares.
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The beneficial ownership of the Company's ordinary shares is determined in accordance with the rules of the SEC. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct
the disposition of the security. For purposes of the table below, we deem ordinary shares issuable pursuant to options, restricted share units (“RSUs”) or warrants that are currently exercisable or
exercisable within 60 days as of December 31, 2022, if any, to be outstanding and to be beneficially owned by the person holding the options, RSUs or warrants for the purposes of computing the percentage ownership of that person, but we do not
treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of ordinary shares beneficially owned is based on 82,544,991 ordinary shares outstanding (excluding treasury shares) as of December
31, 2022, according to our transfer agent, and 143,000 ordinary shares exercisable within 60 days of December 31, 2022, owned by the above beneficial owners.
Except where otherwise indicated, we believe, based on information furnished to us by such owners and based on public information,
that the beneficial owners of the ordinary shares listed below have sole investment and voting power with respect to such shares. In addition, none of the Company's shareholders have different voting rights from other shareholders. To the best of
our knowledge, we are not controlled, directly or indirectly, by another corporation or by any foreign government. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Unless otherwise noted below, the address of each shareholder, director and executive officer is c/o InMode Ltd., Tavor Building, Sha'ar Yokneam, P.O.
Box 533, Yokneam 2069206, Israel.
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Name of Beneficial Owner:
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Number of Ordinary Shares
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Percentage of Ordinary Shares
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5% or Greater Beneficial Owners (other than Directors and Executive Officers)
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BoomerangFX International SRL (1)
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4,821,193
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5.83
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%
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Directors and Executive Officers
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Dr. Michael Kreindel(2)
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3,464,762
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4.19
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%
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Moshe Mizrahy(2)
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2,894,030
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3.50
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%
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Dr. Hadar Ron(3)
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99,030
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*
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%
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Bruce Mann(4)
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20,270
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*
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%
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Dr. Michael Anghel(5)
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15,000
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*
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%
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Yair Malca(6)
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97,661
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*
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%
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Shakil Lakhani(7)
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54,360
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*
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%
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Total for all Directors and Executive Officers as a Group
(7 persons)
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6,645,113
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8.03
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%
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Represents beneficial ownership of less than one (1%) percent.
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| (1) |
BoomerangFX International SRL, a Barbados society with restricted liability (“BoomerangFX”), directly owned 4,821,193 ordinary shares of the company.
BoomerangFX is a wholly owned direct subsidiary of I.V.C. Enterprises SRL, a Barbados society with restricted liability (“IVC”), which is a wholly owned direct subsidiary of DRM2 Investments SRL (formerly NEV Property Investments SRL), a Barbados society with restricted liability (“DRM2”). DRM2 is 100% owned by Dr. Stephen Mulholland
(together with DRM2, IVC and BoomerangFX, the “Reporting Persons”). Although the ordinary shares are directly owned by BoomerangFX, each of the Reporting Persons may be deemed to beneficially own such ordinary shares. The address for each of the reporting persons is #15 Maxwell
Main Road, Christ Church, Barbados BB15042. The beneficial ownership in its entirety is owned as ordinary shares.
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The beneficial ownership in its entirety is owned as ordinary shares.
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Dr. Hadar Ron's beneficial ownership consists of: (i) 67,030 ordinary shares, (ii) options to purchase 30,000 ordinary shares, exercisable within 60 days of December 31, 2022, and
(iii) 2,000 RSUs, exercisable within 60 days of December 31, 2022.
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Mr. Bruce Mann's beneficial ownership consists of: (i) 18,270 ordinary shares, and (ii) 2,000 RSUs, exercisable within 60 days of December
31, 2022.
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Mr. Michael Anghel's beneficial ownership consists of: (i) 1,000 ordinary shares, (ii) options to purchase 12,000 ordinary shares, exercisable within 60 days of December 31, 2022, and
(iii) 2,000 RSUs, exercisable within 60 days of December 31, 2022.
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Mr. Yair Malca's beneficial ownership consists of: (i) 36,661 ordinary shares, (ii) options to purchase 30,000 ordinary shares, exercisable within 60 days of December 31, 2022, and
(iii) 31,000 RSUs, exercisable within 60 days of December 31, 2022.
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| (7) |
Mr. Shakil Lakhani's beneficial ownership consists of: (i) 20,360 ordinary shares, and (ii) 34,000 RSUs, exercisable within 60 days of December
31, 2022.
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BACKGROUND FOR ELECTION OF DIRECTORS
Under the Company's Articles of Association, the number of directors on the Company’s Board is fixed at not less than three (3) and not
more than seven (7) members, including external directors (if any were elected). The minimum and maximum number of directors who could be appointed may be changed, at any time and from time to time, by a resolution adopted at the general meeting of
the shareholders by a special majority of 2/3 of the votes cast excluding abstaining votes. Currently, there are five (5) directors serving on the Board.
Pursuant to the most recent resolution of the shareholders of the Company, our directors are divided into three classes set forth in the
Company’s Articles of Association, as follows:
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the Class I director is Dr. Hadar Ron, and her term will expire at the Meeting and when her successor is elected and qualified;
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the Class II directors are Dr. Michael Anghel and Mr. Bruce Mann, and their terms will expire at the annual general meeting of the shareholders to be held in 2024 and when their successors are elected and qualified; and
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the Class III directors are Mr. Moshe Mizrahy and Dr. Michael Kreindel, and their terms will expire at the annual general meeting of the shareholders to be held in 2025 and when their successors are elected and qualified.
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Pursuant to our Articles of Association, the term of office of the Class I director, Dr. Hadar Ron, expires at the Meeting. Any director
whose term has expired may be re-elected to the Board except as provided by applicable law.
Under the corporate governance standards of Nasdaq, a majority of our directors must meet the independence requirements specified in
those rules. Following the Meeting, assuming the election of all nominees, our Board will consist of five (5) members, three (3) of whom will be independent under the Nasdaq rules. Specifically, our Board determined that Dr. Hadar Ron, Dr. Michael
Anghel and Mr. Bruce Mann meet the independence standards under the Nasdaq rules. In reaching this conclusion, the Board evaluated the relationships between the Company and each of these directors and determined that none of these directors has a
relationship that would preclude a finding of independence and any relationships that these directors have with the Company do not impair their independence.
In accordance with the exemptions available to foreign private issuers under Nasdaq rules, we are not required to follow the
requirements of Nasdaq rules with regard to the process of nominating directors. Instead, we are following Israeli law and practice, in accordance with which our Board is authorized to recommend to our shareholders director nominees for election or
re-election.
At the Meeting, the shareholders will be asked to re-elect Dr. Hadar Ron as Class I director, following her nomination by our
Compensation, Nominating and Corporate Governance Committee and our Board.
Under the Company’s Articles of Association, the directors who are serving in office will be entitled to act even if a vacancy occurs on
the Board. However, should the number of directors, at the time in question, become less than the minimum set forth in our Articles of Association, the remaining director(s) will be entitled to act for the purpose of filling the vacancies which will
have occurred on the Board or for convening a general meeting, but not for any other purpose.
- 7 -
PROPOSAL ONE
RE-ELECTION OF CLASS I DIRECTOR
Background
Our Board and compensation, nominating and corporate governance committee have nominated the currently serving Class I director, Dr.
Hadar Ron, for re-election, and our shareholders are being asked to re-elect at the Meeting Dr. Ron to serve as a Class I director of the Company, for an additional term commencing on the date of the Meeting until the annual general meeting of
shareholders to be held in 2026.
Dr. Ron has consented to being named in this Proxy Statement and has informed us that she is willing to continue serving as a director
if re-elected.
In accordance with the Companies Law, Dr. Ron has certified to us that she satisfies all of the requirements of the Companies Law to
serve as a director of a public company.
If re-elected pursuant to this proposal, Dr. Ron will continue to be party to an indemnification agreement and exculpation agreement
with the Company in the form of indemnification letter and exculpation letter which was entered into in connection with the consummation of our initial public offering and listing on the Nasdaq Stock Market. Dr. Ron will also continue to be insured
under the Company’s directors’ and officers’ insurance coverage policy in effect from time to time, which provides coverage for all directors and other officers of the Company.
In addition, if re-elected pursuant to this proposal, Dr. Ron will continue to receive cash participation compensation and annual
compensation in accordance with the Israeli Companies Law Regulations (Reliefs to Public Companies which Shares are Traded on an Exchange Outside of Israel), 5760-2000, with reference to the Israeli Companies Law Regulations (Rules concerning
Compensation and Expenses of an External Director), 5760-2000, and in accordance with our Compensation Policy.
At the Meeting, the shareholders will be asked to re-elect Dr. Ron to serve as a Class I director of the Company, and to hold office
until the annual general meeting of shareholders to be held in 2026. If re-elected, and as approved by our Board, Dr. Ron is expected to continue serving as a member of our compensation committee and our audit & investment committee.
Set forth below is information about the nominee, Dr. Ron, including age, positions held, principal occupation, business history and
experience as director:
Dr. Hadar Ron, M.D. L.L.B. (Age 64). Dr. Hadar Ron became a director of the Company in August 2019. Since 2000, Dr. Ron has been the founding and managing partner of Israel
Healthcare Ventures, an Israeli life science venture capital fund. Dr. Ron is also the chief executive officer of the management company for Israel Healthcare Ventures 2 LP Incorporated, or IHCV2, an Israeli life sciences venture capital fund. Dr.
Ron serves as chairperson of G.I. View Ltd., a medical device company specializing in colorectal screenings, and CyTwist Ltd., an information technology start-up company, and as a board member of the following companies: Home Skinovations Ltd.,
SipNose Ltd., Pet Novations Ltd., Peri-Ness Technologies Ltd., O.G.D.H. Ltd., OrSense Ltd., NanoPass Technologies Ltd., and Viroblock Ltd. In addition, Dr. Ron serves as an external director of Together Pharma Ltd. In addition, Dr. Ron serves as a
member of the advisory board of the Momentum Fund Tech Transfer of Tel Aviv University, a board member of BIRAD Ltd., the tech transfer company of Bar Ilan University, and is the chairperson of the scientific advisory board of Social Finance
Israel’s Social Impact Bond for the prevention of diabetes and colon cancer. Dr. Ron is a physician and attorney by education. She holds M.D. and L.L.B. degrees from Tel Aviv University and has studied at the School of Business Administration at
Tel Aviv University.
- 8 -
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to re-elect Dr. Hadar Ron to serve as a Class I director of the Company, and to
hold office until the annual general meeting of shareholders to be held in 2026 and until her successor is duly elected and qualified, or until her earlier resignation or retirement”.
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
- 9 -
PROPOSAL TWO
INCREASE IN THE COMPANY’S SHARE CAPITAL AND CORRESPONDING AMENDMENT
TO
ARTICLE 5 OF THE COMPANY’S ARTICLES OF ASSOCIATION
Background
Our Company's authorized share capital is currently NIS 1,000,000, consisting of 100,000,000 Ordinary Shares, par
value NIS 0.01 per share.
As of December 31, 2022, we had approximately 11,542,563 authorized ordinary shares remaining available for
future issuance (including treasury shares which may be reissued by the Company), which number excludes a share reserve issuable under our 2018 Incentive Plan free pool of shares and outstanding options and RSUs, whether vested or not, under the
Company's incentive plans.
Under the Companies Law, a company may not issue shares in excess of its registered share capital.
The Board believes that the amount of remaining available
share capital does not provide our Company with sufficient flexibility for future financial and capital requirements and needs as they arise, or for our pursuit of other business opportunities and other bona fide corporate purposes. In order to take proper advantage of propitious market conditions or to pursue
such other opportunities, our Board recommends that we increase the number of Ordinary Shares that we are authorized to issue by 100,000,000 from 100,000,000 Ordinary Shares to 200,000,000 Ordinary Shares, and correspondingly increase the
authorized share capital of our Company from NIS 1,000,000 to NIS 2,000,000, which increase shall be effected via the adoption of an amendment to Article 5 of our Articles of Association, which sets forth our Company's authorized share capital.
In addition to potential issuance in equity financings, acquisitions or other potential transactions, the
additional Ordinary Shares would also be available for us for share dividends or splits should our Board decide that, in light of market conditions then prevailing, such measures would broaden the public ownership of, and enhance the market for, our
Ordinary Shares. The additional shares would generally be available for issuance for these and other purposes at the discretion of the Board without, in most cases, the delays and expenses attendant to obtaining further shareholders' approval. To the
extent required by the Companies Law or the NASDAQ Listing Rules, we would, nevertheless, solicit shareholders' approval in the event that we propose to issue Ordinary Shares in connection with a merger, significant acquisition or significant private
placement.
Adoption of an amendment to our Articles of Association would not have any immediate dilutive effect on the
proportionate voting power or other rights of our existing shareholders.
Therefore, we propose to increase the Company’s authorized share capital from NIS 1,000,000 consisting of
100,000,000 ordinary shares of a nominal value of NIS 0.01 each, to NIS 2,000,000 consisting of 200,000,000 ordinary shares of nominal value NIS 0.01 each.
If the above proposed increase in the Company’s authorized share capital is approved by the shareholders of the
Company, then Article 5 of the Articles of Association of the Company shall be amended effective as of the date of the Meeting to read as follows:
“The authorized share capital of the Company shall consist of NIS 2,000,000 divided into 200,000,000 Ordinary
Shares, of a nominal value of NIS 0.01 each (the “Shares”).
The Shares shall rank pari passu in all respects. The Shares may be redeemable to the extent set forth in Article 13.”
- 10 -
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, that the Company’s authorized share capital be increased from NIS 1,000,000 divided
into 100,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, to NIS 2,000,000 divided into 200,000,000 Ordinary Shares of a nominal value of NIS 0.01 each,
and that Article 5 of the Company’s Articles of Association be amended accordingly.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
- 11 -
PROPOSAL THREE
APPROVAL OF AMENDMENT TO THE ENGAGEMENT TERMS OF MR. MOSHE
MIZRAHY
Background
Mr. Moshe Mizrahy is the co-founder of the Company and serves as the Company's chief executive officer and
chairman of the board since incorporation of the Company.
Mr. Mizrahy is engaged by the Company pursuant to the terms of the consultancy agreement entered into by and
between the Company and Mr. Mizrahy (through M.N. Business Strategy Ltd., a company controlled by Mr. Mizrahy), dated August 1, 2018.
Under the terms of the consultancy agreement, Mr. Mizrahy is entitled to a gross monthly consulting fee of
$18,000 + VAT, which is equivalent to a gross consulting fee of $216,000 + VAT, on an annualized basis (the “Consulting Fee”).
Under the Companies Law, the amendment of the terms of service of the chief executive officer of a public company requires the approval of the
compensation committee, board of directors and shareholders.
Our compensation committee and Board have approved an increase to Mr. Mizrahy Consulting Fee to a gross monthly consulting fee of $22,000 + VAT, which is
equivalent to a gross consulting fee of $264,000 + VAT, on an annualized basis effective as of January 1, 2023, retroactively.
In making its recommendation to amend the terms of engagement with our chief executive officer and chairman of
the board, our compensation committee and the Board considered, among others, Mr. Mizrahy’s performance and contribution to the Company as well all relevant factors under our Compensation Policy, and have come to the conclusion that the proposed
amendment is consistent with the terms of the Compensation Policy.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the amendment to the terms of engagement of Mr.
Moshe Mizrahy, the Chief Executive Officer of the Company and Chairman of the Board, as described in the Proxy Statement, dated February 14, 2023.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board recommends that the shareholders vote “FOR” the proposed resolution.
- 12 -
PROPOSAL FOUR
APPROVAL OF AMENDMENT TO THE EMPLOYMENT TERMS OF DR. MICHAEL
KREINDEL
Background
Dr. Michael Kreindel is the co-founder of the Company and serves as the Company's chief technology officer
since incorporation of the Company and serves as a member of the Board since August 2019.
Dr. Kreindel is employed by the Company pursuant to the terms of the employment agreement entered into by and
between the Company's Canadian subsidiary and Dr. Kreindel, dated July 1, 2017 (as subsequently amended by a respective corporate resolution increasing Dr. Kreindel's base salary to its current level, effective as of August 1, 2018).
Under the terms of the employment agreement, Dr. Kreindel is currently entitled to a gross annual salary of US
$216,000 (which is equivalent to a gross monthly salary of US $18,000), payable in Canadian Dollars in equal monthly installments based on the applicable CAD/USD representative exchange rate as of the effective date of the employment agreement (the
“Base Salary”).
Under the Companies Law, the amendment of the terms of service of a member of the Board of a public company requires the approval of the compensation
committee, board of directors and shareholders.
Our compensation committee and Board have approved an increase to Dr. Kreindel's annual Base Salary to a gross annual salary of $264,000 (which is
equivalent to a gross monthly salary of $22,000), payable in Canadian Dollars under the same terms currently existing, effective as of January 1, 2023, retroactively.
In making its recommendation to amend the terms of engagement with our chief technology officer and member of
the board, our compensation committee and the Board considered, among others, Dr. Kreindel’s performance and contribution to the Company as well all relevant factors under our Compensation Policy, and have come to the conclusion that the proposed
amendment is consistent with the terms of the Compensation Policy.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the amendment to the terms of engagement of Dr.
Michael Kreindel, the Chief Technology Officer of the Company and member of the Board, as described in the Proxy Statement, dated February 14, 2023.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
- 13 -
PROPOSAL FIVE
APPROVAL OF THE GRANT OF RESTRICTED SHARE UNITS
TO DR. MICHAEL ANGHEL, MR. BRUCE MANN AND DR. HADAR RON
Background
Under Israeli law, any arrangement between a public company and its directors as to the terms of service requires the approval of the
compensation committee, the Board and holders of a majority of the voting power represented at the general meeting in person or by proxy or written ballot and voting thereon.
The Proposed grant is in compliance with the Company’s Compensation Policy, as amended.
Following the approval of our compensation committee, our Board has approved to grant to each of the following non-executive directors:
Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on February 13, 2024, and the remaining half shall vest on
February 13, 2025, subject to their continued services on the date of vesting.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve and ratify the grant to each of the following directors of the Company:
Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the Company's 2018 Incentive Plan, totaling 6,000 restricted share units, half of which shall vest on February 13, 2024, and the remaining half shall vest on
February 13, 2025, subject to their continued services on the date of vesting.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
- 14 -
PROPOSAL SIX
RE-APPOINTMENT OF AUDITORS
Background
Kesselman & Kesselman Certified Public Accounts, a member of PWC, (“PwC”),
currently serves as our independent registered public accounting firm and audited our financial statements for the year ended December 31, 2022. PwC has served as our auditors since our inception in 2008. PwC does not have and has not had any
financial interest, direct or indirect, in our Company, and does not have and has not had any connection with our Company except in its professional capacity as our independent auditors.
Our audit committee and Board have authorized and approved the appointment of PwC as the Company's independent registered public
accounting firm for the year ending December 31, 2023, and until the next annual general meeting. Our audit committee and board of directors believe that the appointment of PwC as the independent public accountants of the Company is appropriate and
in the best interest of the Company and its shareholders.
Under the Companies Law and our articles of association, the shareholders of the Company are authorized to appoint the Company’s
independent auditors.
Our Audit Committee, in accordance with our charter, reviews and pre-approves all audit services and permitted non-audit services
(including the fees and other terms) to be provided to our independent auditors.
At the Meeting, shareholders will be asked to approve the re-appointment of PwC, as the Company’s independent auditors for the year
ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024.
Information on fees paid to the Company's independent public accountants may be found in Item 16C of the Annual Report on Form 20-F for the year ended
December 31, 2022, which was filed with the SEC on February 14, 2023.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the re-appointment of Kesselman & Kesselman Certified Public Accounts,
a member of PWC, as the Company’s independent auditors for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
- 15 -
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those specified in the enclosed Notice of
Annual General Meeting of Shareholders. If any other matters do properly come before the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment and in the
interest of the Company.
ADDITIONAL INFORMATION
The Company’s annual report on Form 20-F for the year ended December 31, 2022, which was filed with the SEC on February 14, 2023,
and other filings with the SEC, are available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investors section of the Company’s website at www.inmodemd.com. Shareholders may obtain a copy of these documents without charge at www.inmodemd.com.
The Company is subject to the information reporting requirements of the Exchange Act, as amended, applicable to foreign
private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s SEC filings 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 taken as an admission that the Company is subject to those rules.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Moshe Mizrahy
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Moshe Mizrahy
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CEO and Chairman of the Board of Directors
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February 14, 2023
- 16 -
INMODE LTD
Proxy for Annual General Meeting of the Shareholders on April 3, 2023
Solicited on Behalf of the Board of Directors
Solicited on Behalf of the Board of Directors
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
INMODE LTD
April 3, 2023
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PROXY VOTING INSTRUCTIONS
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INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code
with your smartphone. Have your proxy card available when you access the web page.
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TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
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Vote online/phone until 11:59 PM EST the day before the meeting.
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COMPANY NUMBER
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MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
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ACCOUNT NUMBER
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IN PERSON - You may vote your shares in person by attending the Annual General Meeting.
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GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other
eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
The Notice of Meeting, Proxy Statement and Proxy Card
are available at https://astproxyportal.com/ast/22993
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↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ↓
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THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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FOR
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AGAINST
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ABSTAIN
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To re-elect Dr. Hadar Ron to serve as a Class I director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2026 and until her
successor is duly elected and qualified, or until her earlier resignation or retirement.
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FOR
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AGAINST |
ABSTAIN
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That the Company’s authorized share capital be increased from NIS 1,000,000 divided into 100,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, to NIS 2,000,000 divided
into 200,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, and that Article 5 of the Company’s Articles of Association be amended accordingly.
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FOR
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AGAINST
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ABSTAIN
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To approve the amendment to the terms of engagement of Mr. Moshe Mizrahy, the Chief Executive Officer of the Company and Chairman of the Board, as described in the Proxy
Statement, dated February 14, 2023.
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FOR
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AGAINST
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ABSTAIN
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To approve the amendment to the terms of engagement of Dr. Michael Kreindel, the Chief Technology Officer of the Company and member of the Board, as described in the Proxy
Statement, dated February 14, 2023.
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FOR
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To approve and ratify the grant to each of the following Directors of the Company: Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the
Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on February 13, 2024, and the remaining half shall vest on February 13, 2025, subject to their continued services on the date of vesting.
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| FOR | AGAINST | ABSTAIN | ||||||||
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To approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PWC, as the Company’s independent auditors for the fiscal year ending December 31,
2023, and its service until the annual general meeting of shareholders to be held in 2024.
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized
person.
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
INMODE LTD
April 3, 2023
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GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible
documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
|
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:
The Notice of Meeting, Proxy Statement and Proxy Card
are available at https://astproxyportal.com/ast/22993
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
↓ Please detach along perforated line and mail in the envelope provided. ↓
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THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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FOR
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AGAINST
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ABSTAIN
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1.
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To re-elect Dr. Hadar Ron to serve as a Class I director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2026 and until her
successor is duly elected and qualified, or until her earlier resignation or retirement.
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FOR
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AGAINST |
ABSTAIN
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2.
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That the Company’s authorized share capital be increased from NIS 1,000,000 divided into 100,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, to NIS 2,000,000
divided into 200,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, and that Article 5 of the Company’s Articles of Association be amended accordingly.
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FOR
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AGAINST
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ABSTAIN
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3.
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To approve the amendment to the terms of engagement of Mr. Moshe Mizrahy, the Chief Executive Officer of the Company and Chairman of the Board, as described in the Proxy
Statement, dated February 14, 2023.
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FOR
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AGAINST
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ABSTAIN
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To approve the amendment to the terms of engagement of Dr. Michael Kreindel, the Chief Technology Officer of the Company and member of the Board, as described in the Proxy
Statement, dated February 14, 2023.
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FOR
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AGAINST
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ABSTAIN
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| 5. |
To approve and ratify the grant to each of the following Directors of the Company: Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the
Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on February 13, 2024, and the remaining half shall vest on February 13, 2025, subject to their continued services on the date of
vesting.
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☐ | ☐ | ☐ | ||||||
| FOR | AGAINST | ABSTAIN | ||||||||
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To approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PWC, as the Company’s independent auditors for the fiscal year ending December
31, 2023, and its service until the annual general meeting of shareholders to be held in 2024.
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☐ | ☐ | ☐ | ||||||
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To change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee
or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person.
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