Innoviz Technologies Ltd 6-K/A, filed Aug 17, 2026
Innoviz Technologies Ltd. (INVZ)
About this 6-K/A
Innoviz Technologies Ltd filed this 6-K/A on August 17, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-40310
INNOVIZ TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
Innoviz Technologies Campus
5 Uri Ariav Street, Bldg. C
Nitzba 300, Rosh HaAin, 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
This Form 6-K/A amends the Report on Form 6-K originally filed with the Securities and Exchange Commission on August 14, 2026 (the “Original 6-K”). This amendment is being filed solely to refile a revised proxy card (Exhibit 99.2) due to typographical errors contained in the proxy card filed with the Original 6-K. Other than the refiling of the revised proxy card, no other changes have been made to the Original 6-K.
Annual General Meeting
Innoviz Technologies Ltd. (the “Company”) hereby furnishes the following document in connection with the Company’s Annual General Meeting of Shareholders scheduled to be held on September 16, 2026:
| Exhibit No. | Description | |
| 99.2 | Proxy Card for the Annual General Meeting of Shareholders of the Company to be held on September 16, 2026 |
This Report on Form 6-K/A and related exhibit are incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-265170 and 333-289554) and Form S-8 (File Nos. 333-255511, 333-265169, 333-270416, 333-277852, 333-285758 and 333-292573) and shall be a part thereof from the date on which this Form 6-K/A is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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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.
| Innoviz Technologies Ltd. | |||
| By: | /s/ Eldar Cegla | ||
| Name: Eldar Cegla | |||
| Title: Chief Financial Officer | |||
Date: August 17, 2026
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Exhibit 99.2
Innoviz Technologies Ltd.
Innoviz Technologies Campus, 5 Uri Ariav Street, Bldg. C,
Nitzba 300, Rosh HaAin 4809202, Israel
Tel: +972-74-700-3699
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF
DIRECTORS OF INNOVIZ TECHNOLOGIES LTD.
The undersigned, a shareholder of Innoviz Technologies Ltd. (the “Company”), an Israeli corporation, hereby appoints Eldar Cegla and Dana Nutkevitch, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual general meeting of shareholders of the Company to be held at the offices of the Company, Innoviz Technologies Campus, 5 Uri Ariav Street, Bldg. C, Nitzba 300, Rosh HaAin, 4809202, Israel, on September 16, 2026, at 4:00 p.m. Israel time (9:00 a.m. Eastern time), or at any adjournment(s) or postponement(s) thereof, with respect to all of the ordinary shares, of no par value, of the Company (the “Shares”), which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. Subject to applicable law and the rules of The Nasdaq Stock Market LLC, in the absence of such instructions, the Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented to the annual general meeting or any adjournment(s) or postponement(s) thereof for which the Board of Directors of the Company recommends a “FOR” vote.
This Proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the annual general meeting or any adjournment(s) or postponement(s) thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH
THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE
AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
| Proposal No. 1 | Re-election of each of Amichai Steimberg, Omer Keilaf and Alexander von Witzleben, as Class III directors of the Company to hold office until the close of the annual general meeting of the Company in 2029, and until their respective successors are duly elected and qualified. |
| VOTE FOR EACH DIRECTOR SEPARATELY | ||||
| FOR | AGAINST | ABSTAIN | ||
| I. Amichai Steimberg | ☐ | ☐ | ☐ | |
| II. Omer Keilaf | ☐ | ☐ | ☐ | |
| III. Alexander von Witzleben | ☐ | ☐ | ☐ | |
| Proposal No. 2 | Re-election of Yoav Har Even as Class II director of the Company to hold office until the close of the annual general meeting of the Company in 2028, and until his respective successor is duly elected and qualified. |
| FOR | AGAINST | ABSTAIN | ||
| ☐ | ☐ | ☐ |
| Proposal No. 3 | Approval of the authorization of the Company’s board of directors (the “Board”) to effect, in its discretion, a reverse share split of the Company’s Ordinary Shares, no par value, at a ratio in the range of 1-for-5 to 1-for-20, which final ratio is to be determined by the Board, and to amend and restate the Company’s Amended and Restated Articles of Association accordingly, including reducing the Company’s authorized share capital by a corresponding proportion. |
| FOR | AGAINST | ABSTAIN | ||
| ☐ | ☐ | ☐ |
| Proposal No. 4 | Approval and ratification of the re-appointment and compensation of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the independent auditors of the Company for the period ending at the close of the next annual general meeting. |
| FOR | AGAINST | ABSTAIN | ||
| ☐ | ☐ | ☐ |
| ☐ | I/we plan to attend the annual general meeting. |
Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on August 12, 2026, the record date fixed by the Company’s Board for such purpose.
The signer hereby revokes all previous proxies given by the signer to vote at the annual general meeting or any adjournments thereof.
Signature _________________ _________________ Date __________, 2026
Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company’s register must sign. Trustees, Administrators, etc., should include title and authority. Corporation should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY ALONG WITH PROOF OF IDENTITY AS DESCRIBED IN THE COMPANY’S PROXY STATEMENT.
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