Item
5.07 Submission of Matters to a Vote of Security Holders
On
May 25, 2023, the Company’s shareholders voted on the following matters at the Annual Meeting:
1.
Re-Election of Directors
Shareholders
have approved the re-election of Messrs. Joseph Housman, Rob Phythian, Chris Nicholas, Paul Abdo and Tom Doering to hold office until
the Company’s 2024 Annual General Meeting of Shareholders and until their successors are elected and qualified.
| | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| Robert Phythian | |
| 5,316,505 | | |
| 250,293 | | |
| 50,952 | | |
| 2,711,652 | |
| Christopher Nicholas | |
| 4,053,198 | | |
| 238,084 | | |
| 1,316,468 | | |
| 2,711,652 | |
| Joseph Housman | |
| 5,146,571 | | |
| 237,660 | | |
| 233,519 | | |
| 2,711,652 | |
| Paul Abdo | |
| 5,326,743 | | |
| 228,969 | | |
| 62,038 | | |
| 2,711,652 | |
| Thomas Doering | |
| 5,327,168 | | |
| 228,544 | | |
| 62,038 | | |
| 2,711,652 | |
2.
Approval and Ratification of Independent Auditor
Shareholders
have approved and ratified the appointment of Cherry Bekaert, LLP, a registered public accounting firm, as the Company’s independent
auditor for the year ending December 31, 2023 and have authorized the
Company’s Board of Directors (the Board”) to fix such accounting firm’s compensation in accordance with the nature
of their services or to delegate such power to the Company’s Audit Committee.
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 8,094,653 | | |
| 211,469 | | |
| 23,280 | | |
| — | |
3.
Approval of Issuance of Ordinary Shares
Shareholders
have approved the issuance of ordinary shares, nominal value NIS 0.60* (the “Ordinary Shares”) in excess of 19.99% of the
issued and outstanding Ordinary Shares in the event that Alpha Capital Anstalt (“Alpha”) elects to convert the 8% Interest
Rate, 10% Original Issue Discount, Senior Convertible Debenture into Ordinary Shares and the exercise of a warrant to purchase 880,000*
Ordinary Shares, both issued in connection with the securities purchase agreement entered by and between the Company and Alpha, dated
February 14, 2023, in accordance with Nasdaq Listing Rule 5635(d).
(*
Denotes nominal value and number of Ordinary Shares after giving effect to the one-for-ten reverse stock split completed on April 25,2023)
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 5,303,719 | | |
| 259,514 | | |
| 54,517 | | |
| 2,711,652 | |
4.
Approval to Amend the Second Amended and Restated Articles of Association
Shareholders
have approved the amendment to the Articles to increase the quorum necessary for the transaction of business at a meeting of shareholders
from the presence of two or more shareholders holding in the aggregate more than 25% of the total voting power attached to the Company’s
Ordinary Shares represented in person or by proxy at a meeting to at least 33 1/3% of the issued and outstanding Ordinary Shares.
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 5,451,538 | | |
| 146,700 | | |
| 19,512 | | |
| 2,711,652 | |
5.
Non-Binding Advisory Vote to Approve Executive Compensation (“Say on Pay”)
Shareholders
have approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 5,351,402 | | |
| 252,933 | | |
| 13,415 | | |
| 2,711,652 | |
6.
Non-Binding Advisory Vote to Determine Frequency of the Non-Binding Advisory Vote on Say on Pay
Shareholders
have voted, on a non-binding advisory basis, for the frequency of including a non-binding advisory vote on executive compensation to
be one year.
| One Year | | |
Two Years | | |
Three Years | | |
Abstain | |
| | 5,491,826 | | |
| 29,581 | | |
| 53,378 | | |
| 42,965 | |
Due
to the fact that a majority of the shareholders expressing a preference on Proposal 6 voted in favor of holding the non-binding advisory
vote every year, and that was the recommendation of the Board, on May 25, 2023, the Board determined
that the Company will submit the shareholder advisory
vote on executive compensation to its shareholders every year.
In
addition, the Board currently intends to seek a new shareholder advisory vote on the frequency of future shareholder advisory votes in
one year or at the 2024 Annual General Meeting of Shareholders.