UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
| Filed
by the Registrant ☒ |
|
| Filed
by a Party other than the Registrant ☐ |
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| Check
the appropriate box: |
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| ☐ |
Preliminary
Proxy Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ |
Definitive
Proxy Statement |
| ☐ |
Definitive
Additional Materials |
| ☐ |
Soliciting
Material Pursuant to §240.14a-12 |
MY
SIZE, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee
paid previously with preliminary materials. |
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| ☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
MY
SIZE, INC.
NOTICE
OF ANNUAL MEETING
AND
PROXY
STATEMENT
Meeting
to be held on December 30, 2024, at 10:00 a.m. (local time)
At
the Offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel
MY
SIZE, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 30, 2024
An
annual meeting of stockholders (the “Annual Meeting”) of My Size, Inc. (“My Size”, the “Company”,
“we”, “us”, or “our”) will be held on December 30, 2024, at the offices of Barnea Jaffa Lande &
Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel at 10:00 a.m. (local time), to consider the following proposals:
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1. |
To
elect a Class III director to serve on our board of directors to serve on our board of directors for a term of three years or until
his successor is elected and qualified, for which Ronen Luzon is the nominee; |
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2. |
To
ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2024;
and |
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3. |
To
transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. |
BECAUSE
OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUAL MEETING
IN PERSON OR BY PROXY.
Under
Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected
to deliver our proxy materials to our stockholders over the Internet. This delivery process allows us to provide stockholders with the
information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about November 4,
2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”)
containing instructions on how to access our proxy statement for our annual meeting of stockholders and our 2023 Annual Report on Form
10-K. The Notice also provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.
These
proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth
in the Proxy Statement, your board of directors recommends a vote “FOR” Proposals 1 and 2. Only stockholders of record at
the close of business on November 4, 2024 (the “Record Date”) will be entitled to attend and vote at the meeting. A list
of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual business
hours, for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders
are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should
be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the
accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If you do attend
the meeting and wish to vote your shares personally, you may revoke your Proxy.
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By
Order of the Board of Directors |
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/s/
Ronen Luzon |
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Ronen
Luzon |
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Member
of the Board of Directors
November
4, 2024 |
WHETHER
OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE
ANNUAL STOCKHOLDER MEETING TO BE HELD ON DECEMBER 19, 2024:
Our
Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and
2023
Annual Report to Stockholders are available at:
www.proxyvote.com
TABLE
OF CONTENTS
My
Size, Inc.
4
HaNegev St., P.O.B. 1026,
Airport
City, Israel, 7010000
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
December
30, 2024
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS
FOR
THE
ANNUAL STOCKHOLDER MEETING TO BE HELD ON DECEMBER 30, 2024:
Our
Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and
2023
Annual Report to Stockholders are available at:
www.proxyvote.com
This
Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of the Company to be voted at the
Annual Meeting of stockholders, which will be held on December 30, 2024 at the offices of the Company’s legal counsel, Barnea Jaffa
Lande & Co Law Offices, at 58 HaRakevet St., Tel Aviv 6777016, Israel at 10:00 a.m. (local time), and at any postponements or adjournments
thereof.
REVOCABILITY
OF PROXY AND SOLICITATION
Any
stockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be
made by attending the Annual Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the
principal office of the Company prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy.
Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile
transmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies
is being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation of proxies.
RECORD
DATE
Stockholders
of record at the close of business on November 4, 2024, the Record Date, will be entitled to receive notice of, attend and vote at the
meeting.
What
is the Proxy Card?
The
Proxy Card enables you to appoint Ronen Luzon, our Chief Executive Officer, and Or Kles, our Chief Financial Officer, as your representative
at the Annual Meeting. By completing and returning a Proxy Card, you are authorizing each of Mr. Luzon and Mr. Kles, to vote your shares
at the Annual Meeting in accordance with your instructions on the Proxy Card. This way, your shares will be voted whether or not you
attend the Annual Meeting.
What
is a Proxy Statement?
A
proxy statement is a document that regulations of the Securities and Exchange Commission (the “SEC”) require that we give
to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting.
What
is the purpose of the Annual Meeting?
At
our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement,
including (i) the election of one Class 3 director to serve on the Company’s board of directors for a term of three years or until
his successor is elected and qualified, for which Ronen Luzon is the nominee (the “Director Election Proposal”); and (ii)
the ratification of the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2024
(the “Auditor Reappointment Proposal”).
Why
did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant
to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending
a Notice of Internet Availability of Proxy Materials (the “Notice) to our stockholders of record. All stockholders will have the
ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials.
Instructions on how to access the proxy materials over the internet or to request a printed copy of the proxy materials (including a
proxy card) may be found in the Notice. We intend to mail the Notice on or about November 4, 2024 to all stockholders of record entitled
to vote at the Annual Meeting.
What
constitutes a quorum?
The
presence at the meeting, in person or by proxy, of the holders of one third of the number of shares of common stock issued and outstanding
on the Record Date will constitute a quorum permitting the meeting to conduct its business. As of the Record Date, there were 1,260,131
shares of the Company’s common stock issued and outstanding, each share entitled to one vote at the meeting. Thus, the presence
of the holders of 420,044 shares of common stock will be required to establish a quorum. Abstentions, withhold votes and broker
non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
What
is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Most
of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates
in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street
name.
Stockholder
of Record
If
on November 4, 2024, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered
a stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company. As the stockholder of record,
you have the right to direct the voting of your shares by returning the Proxy Card to us. Whether or not you plan to attend the Annual
Meeting, please complete, date, sign and return a Proxy Card to ensure that your vote is counted.
Beneficial
Owner of Shares Held in Street Name (non-Israeli brokerage firm, bank, broker-dealer, or other nominee holders)
If
on the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are
considered the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization.
The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial
owner, you have the right to direct that organization on how to vote the shares held in your account. However, since you are not the
stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.
How
do I vote?
Your
vote is very important to us. Whether or not you plan to attend the Annual Meeting, please vote by proxy in accordance with the instructions
on your proxy card or voting instruction form (from your broker or other intermediary). There are three convenient ways of submitting
your vote:
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By
Telephone or Internet - All record holders can vote by touchtone telephone from the United States using the toll free telephone
number on the proxy card, or over the Internet, using the procedures and instructions described on the proxy card. “Street
name” holders may vote by telephone or Internet if their bank, broker or other intermediary makes those methods available,
in which case the bank, broker or other intermediary will enclose the instructions with the proxy materials. The telephone and Internet
voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to
confirm that their instructions have been recorded properly. |
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In
Person - All record holders may vote in person at the Annual Meeting. “Street name” holders may vote in person at
the Annual Meeting if their bank, broker or other intermediary has furnished a legal proxy. If you are a “street name”
holder and would like to vote your shares by proxy, you will need to ask your bank, broker or other intermediary to furnish you with
an intermediary issued proxy. You will need to bring the intermediary issued proxy with you to the Annual Meeting and hand it in
with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares without an intermediary
issued proxy. Note that a broker letter that identifies you as a stockholder is not the same as an intermediary issued proxy. |
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By
Mail - You may vote by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed,
postage-paid envelope provided. |
The
board of directors has appointed Ronen Luzon, our Chief Executive Officer, and Or Kles, our Chief Financial Officer, to serve as the
proxies for the Annual Meeting.
If
you complete and sign the proxy card but do not provide instructions for one or more of the proposals, then the designated proxies will
or will not vote your shares as to those proposals, as described under “What happens if I do not give specific voting instructions?”
below. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before
the meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.
If
you hold your shares in “street name,” and complete the voting instruction form provided by your broker or other intermediary
except with respect to one or more of the proposals, then, depending on the proposal(s), your broker may be unable to vote your shares
with respect to those proposal(s). See “What is a broker non-vote?” above.
Even
if you currently plan to attend the Annual Meeting, we recommend that you vote by telephone or Internet or return your proxy card or
voting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are
unable to attend.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors,
“For,” “Withhold” and broker non-votes and, with respect to the other proposals, votes “For” and
“Against,” abstentions and broker non-votes.
What
is a broker non-vote?
If
your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your
proxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your
shares as recommended by the board of directors. If a stockholder does not give timely customer direction to its broker or nominee with
respect to a “non-routine” matter, the shares represented thereby (“broker non-votes”) cannot be voted by the
broker or nominee, but will be counted in determining whether there is a quorum. Of the proposals described in this Proxy Statement,
Proposal 1 is considered a “non-routine” matter. Proposal 2 is considered a “routine” matter.
What
is an abstention?
An
abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted
as shares present and entitled to vote at the Annual Meeting.
What
happens if I do not give specific voting instructions?
Stockholders
of Record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then
the proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this Proxy Statement
and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual
Meeting.
Beneficial
Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization
that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the
organization that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters.
What
is the required vote for each proposal?
Proposal
1: The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. “Plurality”
means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares
not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted
in such nominee’s favor and will have no effect on the outcome of the election. The proxies cannot be voted for a greater number
of persons than two.
Proposal
2: The affirmative vote of a majority of the votes cast on the matter is required for the approval of Proposal 2. Stockholder
ratification of the selection of Somekh Chaikin as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2024 is not required by our Bylaws or other applicable legal requirement; however, our board is submitting the selection
of Somekh Chaikin to stockholders for ratification as a matter of good corporate practice. In the event that the stockholders do not
approve the selection of Somekh Chaikin, the audit committee will reconsider the appointment of the independent registered accounting
firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent
registered accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests
of the Company and its stockholders. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have
the same effect as a vote “against” the proposal. Because this proposal is considered a “routine” matter under
applicable stock exchange rules, we do not expect to receive any broker non-votes on this proposal.
What
are the board’s recommendations?
The
board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the board recommends
a vote:
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“FOR”
the Director Election Proposal; |
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“FOR”
approval of the Auditor Reappointment Proposal. |
With
respect to any other matter that properly comes before the meeting, the proxy holder will vote as recommended by the board of directors
or, if no recommendation is given, in his own discretion.
Dissenters’
Right of Appraisal
Holders
of shares of our common stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection
with this solicitation.
How
are proxy materials delivered to households?
With
respect to eligible stockholders who share a single address, we may send only one Notice or other Annual Meeting materials to that address
unless we receive instructions to the contrary from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive
a separate notice or proxy statement in the future, he or she may contact My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel,
7010000, Attention: Corporate Secretary or by calling us at +972 3 600 9030. Eligible stockholders of record receiving multiple copies
of our Notice or other Annual Meeting materials can request householding by contacting us in the same manner. Stockholders who own shares
through a bank, broker or other intermediary can request householding by contacting the intermediary.
We
hereby undertake to deliver promptly, upon written or oral request, a copy of Notice or other Annual Meeting materials to a stockholder
at a shared address to which a single copy of the document was delivered. Requests should be directed to the Corporate Secretary at the
address or phone number set forth above.
When
are Stockholder Proposals Due for the 2025 Annual Meeting?
Stockholders
who wish to present proposals for inclusion in our proxy materials for the 2025 annual meeting of stockholders (the “2025 Annual
Meeting”) may do so by following the procedures prescribed in Securities Exchange Act of 1934, as amended (the “Exchange
Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To be eligible, the stockholder proposals
must be received by our corporate secretary on or before July 7, 2025. Although the board will consider stockholder proposals,
we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include
under the Exchange Act, including Rule 14a-8.
Our
bylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to have considered at
a meeting of stockholders, but which are not included in our proxy statement for that meeting. Any appropriate proposal submitted by
a stockholder and intended to be presented at the 2025 Annual Meeting must be submitted in writing to the Company’s Secretary at
4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 and received no earlier than September 1, 2025, and no later than October
1, 2025. However, if the date of the 2025 Annual Meeting is convened more than 30 days before, or delayed by more than 60 days after,
December 30, 2025, to be considered at our 2025 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s
Secretary at 4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 a stockholder proposal must be submitted in writing to the Company’s
Secretary at 4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 and received no earlier than the 120th day prior to such annual
meeting and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made by the Company.
To
comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees
at the 2025 Annual Meeting must provide notice that sets forth the information required by Rule 14a19 under the Exchange Act no later
than October 31, 2025. If the date of the 2025 Annual Meeting is changed by more than 30 calendar days from the anniversary date
of the 2024 annual meeting, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date
of the 2025 Annual Meeting or the 10th calendar day following the date on which public announcement of the date of the 2025 Annual Meeting
is first made.
A
copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our
Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder
proposals and nominating director candidates.
ACTIONS
TO BE TAKEN AT THE MEETING
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Our
board of directors are classified into three classes with staggered three-year terms (with the exception of the expiration of the initial
Class I and Class II directors), as follows:
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Class
I, comprised of two directors, Arik Kaufman and Oren Elmaliah (with their terms expiring at our 2025 annual meeting of stockholders
and members of such class serving successive three-year terms); |
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Class
II, comprised of two directors, Oron Branitzky and Guy Zimmerman (with their terms expiring at our 2026 annual meeting of stockholders
and members of such class serving successive three-year terms); and |
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Class
III, comprised of one director, Ronen Luzon (with his initial term expiring at the Annual Meeting and who is the nominee for re-election
and member of such class serving successive three-year term). |
To
preserve the classified board structure, a director elected by the board of directors to fill a vacancy holds office until the next election
of the class for which such director has been chosen, and until that director’s successor has been elected and qualified or until
his or her earlier death, resignation, retirement or removal.
Biographical
and certain other information concerning the Company’s nominee for election to the board of directors and additional directors
is set forth below. Except as indicated below, none of our directors is a director in any other reporting companies. We are not aware
of any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries
or has a material interest adverse to us or any of our subsidiaries.
The
following sets forth certain information with respect to each of our directors who are up for election or re-election at the Annual Meeting
(Class I directors) and each additional director currently serving on our board of directors:
| Name |
|
Age |
|
Class
|
|
Position(s) |
| Ronen
Luzon |
|
54 |
|
Class
III |
|
Chief
Executive Officer and Director |
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|
|
|
|
|
|
| Arik
Kaufman* |
|
44 |
|
Class
I |
|
Director |
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|
|
|
|
|
|
| Oren
Elmaliah* |
|
41 |
|
Class
I |
|
Director |
| |
|
|
|
|
|
|
| Oron
Branitzky* |
|
66 |
|
Class
II |
|
Director |
| |
|
|
|
|
|
|
| Guy
Zimmerman* |
|
56 |
|
Class
II |
|
Director |
| * |
Independent
as that term is defined by the rules of the Nasdaq Stock Market. |
Biographies
of Class 3 Director Nominee Subject to Re-election at the Annual Meeting
Ronen
Luzon– Director
Ronen
Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon
has additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which
provides technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held
several senior marketing, sales management and professional services positions in a variety of international high tech companies including
VP marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London
with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors
because of his more than 20 years of experience in the technology sector.
Biography
of Other Directors
Ronen
Luzon — Founder, Director & Chief Executive Officer
Ronen
Luzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon has
additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides
technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held several
senior marketing, sales management and professional services positions in a variety of international high tech companies including VP
marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London
with a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors
because of his more than 20 years of experience in the technology sector.
Arik
Kaufman – Director
Arik
Kaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial
law, corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial
reporting and financial regulation. Mr. Kaufman serves as the Chief Executive Officer of Steakholder Foods since January 2022. From September
2017 until January 2022, Mr. Kaufman served as VP Business Development of Mor Research Applications. Mr. Kaufman holds an LLB in Law
from the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as
a member of our board of directors based upon his experience of assisting with the completion of numerous venture capital financings,
mergers, acquisitions, and strategic relationships. In addition, he has served as a member of the board of various publicly traded companies,
including companies that operate in the same industry as us.
Oren
Elmaliah – Director
Oren
Elmaliah, has served as a member of our board of directors since May 2017. In September 2015, Oren Elmaliah founded Accounting Team IL
and has acted as Account Manager since then. Accounting Team IL is a financial consultancy and service provider to public companies traded
in Israel and abroad. Since February 2017, Mr. Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January 2017
he has served as Chief Financial Officer of Presstek Israel. In addition, since September 2015, Mr. Elmaliah has served as an Israel
Authorities Reporting Officer of LG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of
Chiasma. From July 2011 until August 2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until
July 2011 he served as Risk Management Consultant of RSM International Limited. Mr. Elmaliah holds a B.A. in Accounting/Economics and
a Msc. in Finance/Accounting from Tel Aviv University, Israel. He is a licensed Certified Public Accountant in Israel. We believe that
Mr. Elmaliah is qualified to serve as a member of our board of directors because of his vast finance experience and public company management
and administration in the fields of finance, accounting, and financial regulation.
Oron
Branitzky – Director
Oron
Branitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology.
Since November 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December
2014 he served as Vice President of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales
at Eldat Communication and Sarin Technologies Ltd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors
of WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky served as an advisory board member of ciValue. Mr. Branitzky received
a B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University. We believe that Mr. Branitzky
is qualified to serve as a member of our board of directors because of his more than 20 years of experience in managing the sales of
hi-tech solutions to retailers across the globe.
Guy
Zimmerman – Director
Guy
Zimmerman has served as a member of our board of directors since August 2021. Since November 2023, Mr. Zimmerman serves as Chief Executive
Officer of XJet 3D having served as Chief Marketing Officer from August 2022. Previously, Mr. Zimmerman served as Founder and CEO of
ManuFuture, an online b2b engineering marketplace, since February 2021. Prior to that from 2017 to 2021, Mr. Zimmerman acted as a consultant
to several technology start-ups and was a founding partner of a business travel online platform. From 2013 to 2017, Mr. Zimmerman served
as EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership. Prior to that, Mr. Zimmerman served
as VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led the $100m sales
and sales support organization serving global retail and fashion brands. Prior to that he served as Vice President of Strategy and Business
Development at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company. Mr. Zimmerman previously
led a software startup in the field of operational healthcare management systems. Mr. Zimmerman holds a B.Sc. in Industrial Engineering
from Tel Aviv University in Israel. We believe that Mr. Zimmerman is qualified to serve as a member of our board of directors because
of his experience in business development in the technology and retail sectors.
Board
Diversity Matrix
The
table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
| Board Diversity Matrix (As of NOVEMBER 4, 2024) |
| |
| Total Number of Directors | |
5 |
| | |
Female | |
Male | |
Non-
Binary | |
Did Not Disclose Gender |
| Part I: Gender Identity | |
| |
| |
| |
|
| Directors | |
# | |
5 | |
# | |
# |
| Part II: Demographic Background | |
| |
| |
| |
|
| African American or Black | |
# | |
# | |
# | |
# |
| Alaskan Native or Native American | |
# | |
# | |
# | |
# |
| Asian | |
# | |
# | |
# | |
# |
| Hispanic or Latinx | |
# | |
# | |
# | |
# |
| Native Hawaiian or Pacific Islander | |
# | |
# | |
# | |
# |
| White | |
# | |
1 | |
# | |
# |
| Two or More Races or Ethnicities | |
# | |
1 | |
# | |
# |
| LGBTQ+ | |
| |
0 | |
| |
|
| Did Not Disclose Demographic Background | |
| |
3 | |
| |
|
Family
Relationships
Ronen
Luzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Product Officer and Chief Operating
Officer, are husband and wife. There are no other family relationships among any of our current or former directors or executive officers.
Arrangements
between Officers and Directors
To
our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant
to which the officer was selected to serve as an officer.
Involvement
in Certain Legal Proceedings
We
are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters
in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set
forth under Item 401(f) of Regulation S-K.
Board
Meetings
The
board met on 6 occasions during the fiscal year ended December 31, 2023. Each of the members of the board attended at least 80%
of the meetings held by the board during the fiscal year ended December 31, 2023. Other than Mr. Luzon, none of our directors attended
our 2023 annual meeting of stockholders.
Although
we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly
encourage our directors to attend.
Committees
of the Board
Audit
Committee
Our
audit committee, is comprised of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Elmaliah serves as chairman of the audit committee.
The audit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services
performed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and
our system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities
and duties, as well as requirements for the audit committee’s composition and meetings. The audit committee charter is available
on our website www.mysizeid.com.
The
board of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable
SEC rules. In addition, the board of directors has determined that each member of the audit committee is “independent,” as
that term is defined by the rules of the Nasdaq Stock Market.
The
board of directors has determined that Oren Elmaliah is an “audit committee financial expert” serving on its audit committee
as the SEC has defined that term in Item 407 of Regulation S-K.
The
audit committee met on 4 occasions during the fiscal year ended December 31, 2023. Each of the members of the audit committee
attended 100% of the meetings held by the audit committee during the fiscal year ended December 31, 2023.
Compensation
Committee
Our
compensation committee consists of Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Branitzky serves as chairman of the compensation
committee.
The
compensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation
for our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined
without the CEO present, and other executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017
Consultant Equity Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities
and duties, as well as requirements for the compensation committee’s composition and meetings. The compensation committee charter
is available on our website www.mysizeid.com.
Our
compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of
directors on its discussions, decisions and other actions. Our compensation committee reviews and approves corporate goals and objectives
relating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those
goals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. The Chief
Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding
his compensation or individual performance objectives. Our compensation committee has the sole authority to determine our Chief Executive
Officer’s compensation. In addition, our compensation committee, in consultation with our Chief Executive Officer, reviews and
approves all compensation for other officers, including the directors. Our Chief Executive Officer and Chief Financial Officer also make
compensation recommendations for our other executive officers and initially propose the performance objectives to the compensation committee.
The
compensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside
experts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.
Our
board of directors has determined that all of the members of the compensation committee are “independent” as that term is
defined by the rules of the Nasdaq Stock Market.
The
compensation committee did not meet in person during the fiscal year ended December 31, 2023.
Nominating
and Governance Committee
The
members of the nominating and corporate governance committee are Oron Branitzky, Oren Elmaliah and Arik Kaufman. Mr. Kaufman serves as
chairman of the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written
charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate
governance committee’s composition and meetings. The nominating and corporate governance committee charter is available on our
website www.mysizeid.com.
The
nominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for
us and considers recommendations for director nominees. The nominating and corporate governance committee also considers stockholder
recommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC. Our
stockholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our bylaws.
See “When are Stockholder Proposals Due for the 2025 Annual Meeting?”
The
nominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers
and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons
to be nominated:
| |
● |
should
be accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and
reputation; |
| |
● |
should
have relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and
expertise; and |
| |
● |
should
be of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume
broad fiduciary responsibility. |
The
nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,
background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating
and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific
board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and
diverse mix of board of directors members. The nominating and corporate governance committee will not distinguish among nominees recommended
by stockholders and other persons.
Our
board of directors has determined that all of the members of the nominating and corporate governance committee are “independent”
as that term is defined by the rules of the Nasdaq Stock Market.
The
nominating and corporate governance committee did not meet in person during the fiscal year ended December 31, 2023.
Stockholder
Communications with the Board of Directors
Historically,
we have not provided a formal process related to stockholder communications with the board. Nevertheless, every effort has been made
to ensure that the views of stockholders are heard by the board or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. Stockholders or other interested parties may communicate with any director by writing
to them at My Size, Inc., HaNegev 4, POB 1026, Airport City, Israel 7010000, Attention: Corporate Secretary.
Code
of Conduct and Ethics
We
have a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is
publicly available on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not
constitute a part of this report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from,
provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on
the “Investors-Corporate Governance” section of our website at www.mysizeid.com or will be included in a Current Report on
Form 8-K, which we will file within four business days following the date of the amendment or waiver.
Board
Leadership Structure and Role in Risk Oversight
Although
we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer, we have in the past had a different
person serving in each such role. The position of Chairman is currently vacant. The decision whether to combine or separate these positions
depends on what our board deems to be in the long term interest of stockholders in light of prevailing circumstances. The separation
of duties provides strong leadership for the board while allowing the Chief Executive Officer to be the leader of the Company, focusing
on its customers, employees, and operations. Our board of directors believes the Company is well-served by this flexible leadership structure
and that the combination or separation of these positions should continue to be considered on an ongoing basis.
Anti-hedging
Policy
Our
insider trading policy prohibits directors, officers and other employees or contractors from engaging in short sales, transactions in
put or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time.
Director
Compensation
The
following table sets forth compensation information for our non-employee directors for the year ended December 31, 2023.
| Name | |
Fees earned or
paid in cash
($)(1) | | |
Option
awards ($)(1)(2) | | |
Total ($) | |
| Oren Elmalih | |
| 14,000 | | |
| - | | |
| 14,000 | |
| Oron Barnitzky | |
| 14,000 | | |
| - | | |
| 14,000 | |
| Arik Kaufman | |
| 14,000 | | |
| - | | |
| 14,000 | |
| Guy Zimmerman | |
| 12,500 | | |
| - | | |
| 12,500 | |
| (1) |
Fees
for the year 2023 are based on average US$/NIS representative exchange rates of NIS 3.69. |
| |
|
| (2) |
Amounts
in this column represent the grant date fair value of options granted to the non-employee directors during 2022 computed in accordance
with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the non-employee
directors. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our financial statements
for the year ended December 31, 2023. |
We
compensate our non-employee directors for their service as a member of our board. Mr. Luzon received no separate compensation for board
service. Mr. Luzon’s compensation is set forth above in the Summary Compensation Table.
Each
non-employee director is entitled to receive a per meeting fee of $325. Non-employee directors are also reimbursed for their travel and
reasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is
required by the board or the committee(s) on which that director serves.
On
February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock units under the 2017
Plan to each non-employee director, pursuant to which they were each issued 2,500 restricted stock units. The restricted stock
units vest on January 1, 2025.
RECOMMENDATION
OF THE BOARD FOR PROPOSAL NO. 1:
THE
BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE ONE NOMINEE NAMED ABOVE UNTIL THE TERM OF SUCH DIRECTOR EXPIRES IN ACCORDANCE WITH HIS
CLASS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of shares of our common stock as of November 4, 2024 by
(i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our
executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named
in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property
laws, where applicable.
| Beneficial Owner(1) | |
Shares of Common Stock Beneficially
Owned | | |
Percentage(2) | |
| | |
| | |
| |
| Executive officers and directors: | |
| | | |
| | |
| Ronen Luzon | |
| 73,200 | (3) | |
| 5.8 | % |
| Or Kles | |
| 22,400 | (4) | |
| 1.8 | % |
| Billy Pardo | |
| 73,200 | (5) | |
| 5.8 | % |
| Arik Kaufman | |
| 2,650 | (6) | |
| * | |
| Oren Elmaliah | |
| 2,650 | (7) | |
| * | |
| Oron Branitzky | |
| 2,650 | (8) | |
| * | |
| Guy Zimmerman | |
| 2,500 | (9) | |
| - | |
| All Executive Officers and Directors as a Group (7 persons) | |
| 106,050 | | |
| 8.4 | % |
| * |
Less
than 1% |
| ** |
All
numbers have been adjusted to reflect the one-for-eight reverse stock split, which the Company effected on April 19, 2024. |
(1)
The address of each person is c/o My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel
7010000 unless otherwise indicated herein.
(2)
The calculation in this column is based upon 1,260,131 shares
of common stock outstanding on November 4, 2024. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common
stock that are currently exercisable or exercisable within 60 days of November 4, 2024 are
deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership
of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.
(3)
Consists of (i) 50,000 shares of restricted stock
granted under the 2017 Plan, (ii) options to purchase up to 800 shares of our common stock, and (iii) 21,750 shares of restricted stock
granted to Billy Pardo, Ronen Luzon’s spouse under the 2017 Plan, and (iv) options to purchase up to 650 shares of our common stock
which are held by Ms. Pardo. Mr. Luzon may be deemed to beneficially hold the securities of us held by Ms. Pardo.
(4)
Consists of (i) 21,750 shares of restricted stock
granted under the 2017 Plan, and (ii) an option to purchase 650 shares of our common stock. Does not include an aggregate of 14,970 shares
of restricted stock over which Mr. Kles has been designated the initial proxy to vote such shares pursuant to a voting agreement entered
into between Whitehole S.L., Twinbel S.L. and EGI Acceleration, S.L.
(5)
Consists of (i) 21,750 shares of restricted stock
granted under the 2017 Plan, (ii) options to purchase up to 650 shares of our common stock, (iii) 50,000
shares of restricted stock which are held by Ronen Luzon, Billy Pardo’s spouse, and (v) options to purchase up to 800 shares of
our common stock which are held by Mr. Luzon. Ms. Pardo may be deemed to beneficially hold the securities of the Company held by Mr.
Luzon.
(6)
Consists of (i) 2,500 shares of restricted stock granted
under the 2017 Plan, and (ii) options to purchase up to 150 shares of our common stock.
(7)
Consists of (i) 2,500 shares of restricted stock granted
under the 2017 Plan, and (ii) options to purchase up to 150 shares of our common stock.
(8)
Consists of (i) 2,500 shares of restricted stock granted
under the 2017 Plan, and (ii) options to purchase up to 150 shares of our common stock.
(9)
Consists of 2,500 shares of restricted stock granted under the 2017 Plan.
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
The
following table sets forth certain information about our executive officers:
| Name |
|
Age |
|
Position |
| Ronen
Luzon |
|
54 |
|
Chief
Executive Officer and Director |
| Or
Kles |
|
41 |
|
Chief
Financial Officer |
| Billy
Pardo |
|
49 |
|
Chief
Operating Officer and Chief Product Officer |
Ronen
Luzon — Founder, Director & Chief Executive Officer
Mr.
Luzon’s biography is listed under Proposal 1—Election of Directors.
Or
Kles — Chief Financial Officer
Or
Kles has served as our Chief Financial Officer since May 2016. He is a certified public accountant with a broad, diverse financial background.
From May 2013 until April 2016 he served as Assistant Controller of Shikun and Binui-Solel Boneh Infrastructure Ltd. and from December
2010 until May 2013 he served as an Associate at KPMG. Mr. Kles holds an MBA and a B.A. in Business Management and Accounting (specializing
in financing) from The College of Management Academic Studies. Mr. Kles is a certified public accountant in Israel.
Billy
Pardo — Chief Operating Officer and Chief Product Officer
Billy
Pardo has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until
August 2013, Ms. Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching
products from concept to successful delivery in various methodologies, including Fourier Education’s award-winning einstein™
Science Tablet. Prior to that Ms. Pardo served in various product management positions including, Project Manager of Time to Know, Product
Marketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB. Ms. Pardo previously served
as Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo received an MBA from The Interdisciplinary
Center and a B.A. in Computer Science from The Academic College of Tel-Aviv-Yaffo.
Summary
Compensation Table
The
following sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2023 and December
31, 2022.
| Name and Principal Position | |
Year | |
Salary
($) (1) | | |
Bonus
($) | | |
Stock
Awards
($) | | |
Option
Awards
($) (2) | | |
All Other
Compensation
($) | | |
Total
($) | |
| Ronen Luzon | |
2023 | |
| 165,000 | | |
| - | | |
| 213,000 | | |
| - | | |
| 115,000 | | |
| 493,000 | |
| Chief Executive Officer | |
2022 | |
| 173,000 | | |
| - | | |
| 223,000 | | |
| 8,000 | | |
| 126,000 | | |
| 530,000 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Or Kles | |
2023 | |
| 116,000 | | |
| - | | |
| 51,000 | | |
| - | | |
| 65,000 | | |
| 232,000 | |
| Chief Financial Officer | |
2022 | |
| 123,000 | | |
| - | | |
| 53,000 | | |
| 7,000 | | |
| 71,000 | | |
| 254,000 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Billy Pardo | |
2023 | |
| 128,000 | | |
| - | | |
| 51,000 | | |
| - | | |
| 91,000 | | |
| 270,000 | |
| Chief Operating Officer | |
2022 | |
| 134,000 | | |
| - | | |
| 53,000 | | |
| 7,000 | | |
| 100,00 | | |
| 294,000 | |
(1)
Salary for the years 2023 and 2022 are based on average US$/NIS representative exchange rates of NIS 3.687 and NIS 3.358 respectively.
(2)
Amounts in this column represent the grant date fair value of options granted to the named executive officers during 2023 and 2022, computed
in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named
executive officers. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our audited financial
statements for the year ended December 31, 2022 and Note 4 to our condensed consolidated interim financial statements for the quarterly
period ended September 30, 2023.
All
Other Compensation Table
The
“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:
| Name | |
Year | |
Automobile-
Related
Expenses
($) | | |
Manager’s
Insurance*
($) | | |
Education
Fund*
($) | | |
Other social benefits**
($) | | |
Total
($) | |
| Ronen Luzon | |
2023 | |
| 29,000 | | |
| 28,000 | | |
| 14,000 | | |
| 44,000 | | |
| 115,000 | |
| | |
2022 | |
| 32,000 | | |
| 31,000 | | |
| 15,000 | | |
| 48,000 | | |
| 126,000 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Or Kles | |
2023 | |
| 14,000 | | |
| 19,000 | | |
| 9,000 | | |
| 23,000 | | |
| 65,000 | |
| | |
2022 | |
| 15,000 | | |
| 21,000 | | |
| 10,000 | | |
| 25,000 | | |
| 71,000 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Billy Pardo | |
2023 | |
| 14,000 | | |
| 23,000 | | |
| 12,000 | | |
| 42,000 | | |
| 91,000 | |
| | |
2022 | |
| 16,000 | | |
| 25,000 | | |
| 13,000 | | |
| 46,000 | | |
| 100,000 | |
*
Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance
is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability
insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational
or other permitted purposes.
**
Other social benefits for 2023 and 2022 for all named individuals includes tax payments in respect of social benefits.
Agreements
with Named Executive Officers
Ronen
Luzon
On
November 18, 2018, My Size Israel, our wholly owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment
Agreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Pursuant to the terms of the Luzon Employment Agreement,
Mr. Luzon receives NIS 55,000 per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition,
Mr. Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards an education
fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days,
sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions, payments
made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance payments due to Mr. Luzon.
The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party
provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Mr.
Luzon’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment
Agreement).
Or
Kles
On
November 18, 2018, My Size Israel entered into an employment agreement with Or Kles, or the Kles Employment Agreement, pursuant to which
Mr. Kles will serve as our Chief Financial Officer. Pursuant to the terms of the Kles Employment Agreement, Mr. Kles receives NIS 38,000
per month as his base salary and shall be eligible to receive such bonus as determined by us. In addition, Mr. Kles shall be entitled
to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme, manager’s
insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense reimbursement.
Pursuant to the terms of the Kles Employment Agreement and subject to certain conditions, payments made by us to the pension fund or
the manager’s insurance fund shall be made in lieu of severance payments due to Mr. Kles. The term of the Kles Employment Agreement
shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice to the other party
at least 75 days in advance of the termination of such agreement. We may also terminate Mr. Kles’s employment without prior written
notice (or payment in lieu of such notice) for Cause (as defined in the Kles Employment Agreement).
Billy
Pardo
On
November 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant
to which Ms. Pardo will serve as our Chief Product Officer. Pursuant to the terms of the Pardo Employment Agreement, Ms. Pardo receives
NIS 47,500 per month as her base salary and shall be eligible to receive such bonus as determined by us. In addition, Ms. Pardo shall
be entitled to social benefits and other benefits, including, but not limited to, contributions towards an education fund, pension scheme,
manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation days, sick leave and expense
reimbursement. Pursuant to the terms of the Pardo Employment Agreement and subject to certain conditions, payments made by us to the
pension fund or the manager’s insurance fund shall be made in lieu of severance payments due to Ms. Pardo. The term of the Pardo
Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either party provides written notice
to the other party at least 75 days in advance of the termination of such agreement. We may also terminate Ms. Pardo’s employment
without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Pardo Employment Agreement).
Outstanding
Equity Awards at Fiscal Year-End
The
following table provides information regarding options held by each of our named executive officers that were outstanding as of December
31, 2023.
| | |
Option Awards | | |
| | |
Stock Awards | |
| Name and Principal Position | |
Number of Securities Underlying Unexercised Options Exercisable | | |
Number of Securities Underlying Unexercised Options Unexercisable | | |
Option
Exercise Price | | |
Option
Expiration Date | | |
Equity
incentive
plan awards:
Number of
Unearned
Shares that Have
Not Vested | | |
Equity
incentive
plan awards:
Market Value of
Unearned
Shares, That Have
Not Vested | |
| Ronen Luzon - Chief Executive Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 201 | (1) | |
| - | | |
$ | 8.72 | (6) | |
| 5/29/2025 | | |
| - | | |
| - | |
| | |
| 800 | (2) | |
| - | | |
$ | 8.72 | | |
| 8/10/2025 | | |
| 12,500 | | |
| - | |
| | |
| | | |
| - | | |
| - | | |
| - | | |
| 100,000 | (7) | |
$ | 511,250 | |
| Or Kles – Chief Financial Officer | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| - | |
| | |
| 54 | (3) | |
| - | | |
$ | 8.72 | (6) | |
| 5/29/2025 | | |
| - | | |
| - | |
| | |
| 650 | (4) | |
| - | | |
$ | 8.72 | | |
| 8/10/2025 | | |
| - | | |
| - | |
| | |
| | | |
| - | | |
| - | | |
| - | | |
| 3,000 | (8) | |
$ | 122,700 | |
| Billy Pardo- Chief Operating Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| 112 | (5) | |
| - | | |
$ | 8.72 | (6) | |
| 5/29/2025 | | |
| - | | |
| - | |
| | |
| 650 | (4) | |
| - | | |
$ | 8.72 | (6) | |
| 8/10/2025 | | |
| - | | |
| - | |
| | |
| | | |
| - | | |
| - | | |
| - | | |
| 3,000 | (9) | |
$ | 122,700 | |
| * |
All numbers have been
adjusted to reflect the one-for-eight reverse stock split, which the Company effected on April 19, 2024. |
(1)
The option has a grant date of May 29, 2019. 34 options vested immediately upon grant, 56 options vested on January 24,
2019, 56 options vested on January 24, 2020 and 55 options vested on January 24, 2021.
(2)
The option has a grant date of October 8, 2020, 200 options vested on November 26, 2020, 200 options vested on May 26,
2021, 200 options vested on November 26, 2021, and 200 options vested on May 26, 2022.
(3)
The option has a grant date of May 29, 2019. 20 options vested immediately upon grant, 56 options vested on May 1, 2020,
56 options vested on May 21, 2021 and 55 options vested on May 1, 2022.
(4)
The option has a grant date of October 8, 2020, 163 options vested on November 26, 2020, 163 options vested on May 26,
2021, 162 options vested on November 26, 2021, and 162 options vested on May 26, 2022.
(5)
The option has a grant date of May 29, 2019. 27 options vested immediately upon grant, 28 options vested on January 24,
2019, 28 options vested on January 24, 2020 and 28 options vested on January 24, 2021.
(6)
On July 13, 2023, the compensation committee of the Board of Directors of the Company reduced the exercise price of outstanding options
of employees and directors of the Company for the purchase of an aggregate of 2,947 shares of common stock of the Company (with
exercise prices of $208 per share) to $8.72 per share, which was the closing price for the Company’s common stock
on July 13, 2023.
(7)
The restricted share award has a grant date of September 29, 2022 and shall vest in three equal installments on January 1, 2023,
January 1, 2024, and January 1, 2025.
(8)
The restricted share award has a grant date of September 29, 2022 and shall vest in three equal installments on January 1, 2023,
January 1, 2024, and January 1, 2025.
(9)
The restricted share award has a grant date of September 29, 2022 and shall vest in three equal installments on January 1, 2023,
January 1, 2024, and January 1, 2025.
On
February 14, 2024, the compensation committee of the Board of Directors of the Company granted restricted stock awards under the 2017
Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 37,500 restricted shares, 18,750 restricted
shares and 18,750 restricted shares, respectively. The restricted stock shall vest in three equal installments on January 1, 2025,
January 1, 2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon
a change in control of the Company.
PROPOSAL
NO. 2
RATIFICATION
OF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024
The
audit committee has appointed Somekh Chaikin, independent public accountant, to audit our financial statements for the fiscal year ending
December 31, 2024. The board proposes that the stockholders ratify this appointment. We expect that representatives of Somekh
Chaikin will be either physically present or available via phone at the Annual Meeting, will be able to make a statement if they so desire,
and will be available to respond to appropriate questions.
The
following table sets forth the fees billed by Somekh Chaikin for each of our last two fiscal years for the categories of services indicated.
| Fee category | |
2023 | | |
2022 | |
| Audit Fees | |
$ |
205,005 | | |
$ |
198,910 | |
| Audit – related fees | |
| - | | |
$ | 18,000 | |
| Tax fees | |
| 33,166 | | |
$ | 30,667 | |
| Total fees | |
| 238,171 | | |
| 247,577 | |
Audit
Fees
Somekh
Chaikin billed us audit fees in the aggregate amount of $205,005 and $198,910 for the years ended December 31, 2023 and 2022, respectively.
These fees relate to the audit of our annual financial statements, the review of interim consolidated financial statements, and related
services that are normally provided in connection with registration statements, including the registration statement for S-1 and S-3.
Audit-Related
Fees
Somekh
Chaikin billed us audit-related fees in the aggregate amount of zero and $18,000 for the year ended December 31, 2023 and 2022, respectively.
The fees for the year ended December 31, 2022 related to due diligence services performed by an independent registered public accounting
provided during the period.
Tax
Fees
Somekh
Chaikin billed us tax fees in the aggregate amount of $33,166 and $30,667 for the year ended December 31, 2023 and 2022, respectively.
These fees relate to professional services, including tax and VAT consulting and compliance performed by an independent registered public
accounting provided during the period.
Pre-Approval
Policies and Procedures
In
accordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all
audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval
in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein.
The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of
the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee
at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2023 and
December 31, 2022 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.
RECOMMENDATION
OF THE BOARD FOR PROPOSAL NO. 2:
THE
BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2024.
REPORT
OF THE AUDIT COMMITTEE
The
audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with management
of the Company. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed
by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC. The audit committee has also
received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements
of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed
with the independent registered public accounting firm the accounting firm’s independence. Based on these reviews and discussions,
the audit committee has recommended to the board that the audited financial statements be included in our Form 10-K for the year ended
December 31, 2023.
| |
Oron
Branitzky |
| |
Oren
Elmaliah |
| |
Arik
Kaufman |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Other
than the compensation agreements and other arrangements described under “Executive Compensation” and the transactions described
below, since January 1, 2022, we did not participate in any transaction, and we are not currently participating in any proposed transaction,
or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets
at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial
security holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest.
Employment
Agreements
We
have entered into written employment agreements with each of our executive officers. These agreements generally provide for notice periods
of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer
will continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information
and ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may
be limited under applicable law.
Options
Since
our inception we have granted options to purchase our common stock to our officers and directors. Such option agreements may contain
acceleration provisions upon certain merger, acquisition, or change of control transactions.
Restricted
Stock and Restricted Stock Grants
Since
our inception we have granted restricted stock and Restricted Stock Unit awards to our officers and directors. Such restricted stock
award agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
Indemnification
Agreements and Directors’ and Officers’ Liability Insurance
We
have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things,
require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware
law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result
of any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors
and officers against certain liabilities, including liabilities arising under applicable securities laws.
Director
Independence
See
“Nominees for Director” above for a discussion regarding the independence of the members of our board of directors.
ANNUAL
REPORT
Our
Annual Report on Form 10-K for the year ended December 31, 2023 is available with this proxy statement at www.proxyvote.com. Any person
who was a beneficial owner of our ordinary shares on the Record Date may request a copy of our Annual Report, and it will be furnished
without charge upon receipt of a written request identifying the person so requesting the Annual Report as a stockholder of My Size at
such date. Requests should be directed in writing to My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel, 7010000, Attention:
Corporate Secretary or by calling us at +972 3 600 9030, Attention: Corporate Secretary. Our Annual Report, as well as other company
reports, are also available on the SEC’s website (www.sec.gov).
OTHER
MATTERS
We
have no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However,
if any other matters shall properly come before the meeting or any adjournment, the persons soliciting proxies will have the discretion
to vote as they see fit unless directed otherwise.
If
you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum,
please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel
your previously submitted proxy.
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