Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2026 Annual Meeting of Shareholders on July 14, 2026 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
Proposal 1a: Election of Sean Ellis to the Board of Directors of the Company as a Class III director for a three-year term to
hold office until the Company’s 2029 Annual Meeting of Shareholders:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,614,671 402,255 672 13,491,120
Proposal 1b: Election of Steven D. Rubin to the Board of Directors of the Company as a Class III director for a three-year
term to hold office until the Company’s 2029 Annual Meeting of Shareholders:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,126,188 890,738 672 13,491,120
Proposal 1c: Election of Geno H. Germano to the Board of Directors of the Company as a Class III director for a three-year
term to hold office until the Company’s 2029 Annual Meeting of Shareholders:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,888,019 128,907 672 13,491,120
Proposal 2: Approval of the amended compensation terms for the Company’s non-executive directors, as described in the Proxy
Statement:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,561,138 323,906 132,554 13,491,120
Proposal 3: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Steven D. Rubin, a
Director of the Company:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,386,526 495,177 135,895 13,491,120
Proposal 4: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Geno J. Germano, the
Chairman of the Company’s Board of Directors:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,439,576 440,127 137,895 13,491,120
Proposal 5: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Mr. Sean Ellis, a Director
of the Company:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,439,213 440,866 137,519 13,491,120
Proposal 6: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Ms. Miranda Toledano, the
Company’s Chief Executive Officer and a Director:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,413,064 466,124 138,410 13,491,120
Proposal 7: Approval of an amendment to the 2018 Equity Incentive Plan to increase the number of Ordinary Shares issuable
thereunder by a one-time amount of 2,500,000:
Votes Votes Broker
For Against Abstentions Non-Votes
──────────────────────────────────────────────────────────────
10,824,437 1,052,206 140,955 13,491,120
Proposal 8: Approval of the Articles Amendment to effect an increase in the Company’s authorized share capital:
Votes Votes Broker
For Against Abstentions Non-Votes
───────────────────────────────────────────────────────────
24,517,240 837,101 154,377 0
Proposal 9: Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers,
as described in the Proxy Statement:
Votes Votes Broker
For Against Abstentions Non-Votes
────────────────────────────────────────────────────────────
11,681,716 192,384 143,498 13,491,120
Proposal 10: Approval of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an
independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026, and authorization of the Company’s Board of Directors, or the Audit Committee, if authorized by the
Board of Directors, to determine the compensation of the auditors in accordance with the volume and nature of their services, as described in the Proxy Statement:
Votes Votes Broker
For Against Abstentions Non-Votes
───────────────────────────────────────────────────────────
25,469,339 34,029 5,350 0
No other matters were considered or voted upon at the Annual Meeting.