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The disclosure set forth below under the headings “Appointment of New Director” and “Compensatory Arrangements of Certain Officers” in Item 5.07 of this Report is incorporated herein by reference.

 

 

 

ReWalk Robotics Ltd. (the “Company”) held its 2022 annual meeting of shareholders (the “Meeting”) on July 27, 2022.  An aggregate of 30,564,208 ordinary shares, or 48.84% of the Company’s 62,576,563 ordinary shares issued and outstanding as of June 17, 2022, the record date for the Meeting, were present or voted at the Meeting, constituting a quorum. The following proposals were voted upon at the Meeting, with the results of such voting as set forth below. The proposals are described in greater detail in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on June 23, 2022 (the “Proxy Statement”).

 

As described in greater detail in the Proxy Statement, Proposals 1 through 6 were Company proposals, while Proposals 7 through 9 were shareholder proposals submitted by Creative Value Capital Limited Partnership (“CVC”).  At the Meeting, Proposals 2, 3.a., 3.b., 4, 5 and 6 were approved, while Proposals 8 and 9 were not approved.

 

In addition, as described in the Proxy Statement, Proposals 1 and 7 governed the election of three (3) out of the five (5) nominees set forth in Proposals 1 and 7 to serve as Class II directors of the Company, and the results of Proposals 1 were considered together with the results of Proposal 7.  To be elected, a nominee was required to receive the affirmative vote of a simple majority of the votes cast by shareholders in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”), and in the event that more than three (3) of the nominees in Proposals 1 and 7 received the affirmative vote of an Ordinary Majority the three (3) nominees who received the highest number of votes in favor of their election would be elected to serve as Class II directors.  At the Meeting, each of the nominees for re-election in Proposal 1 received an Ordinary Majority, and one of the nominees for election in Proposal 7, Mr. Hadar Levy, received an Ordinary Majority.  Because more than three of the nominees received an Ordinary Majority, only the three nominees who received the highest number of affirmative votes in favor of their election were elected as Class II directors.  As a result, Mr. Larry Jasinski (Proposal 1), Dr. John William Poduska (Proposal 1) and Ms. Randel E. Richner (Proposal 1) were re-elected to the Board of Directors of the Company (the “Board”), and Mr. Hadar Levy (Proposal 7) was not elected to the Board.

 

Proposal No. 1: To reelect each of Mr. Larry Jasinski, Dr. John William Poduska and Randel E. Richner, each as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”).

 

 

 

 

 

 

 

 

Nominee	For	Against	Abstain	Broker Non-Votes
Hadar Levy	10,256,172	5,853,238	240,846	14,213,952
Ronen Grossman	2,400,719	13,710,814	238,723	14,213,952

 

As noted above under “Results of the Meeting”, Proposal 8 was not approved.

 

As noted above under “Results of the Meeting”, Proposal 9 was not approved. Although an Ordinary Majority voted in favor of Proposal 9, it was not approved because it failed to be supported by the supermajority required for the removal of directors under the Company’s constitutional documents (the affirmative vote of 65% or more of the voting power of the Company’s issued and outstanding ordinary shares).

SIGNATURES

 

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 hereunto duly authorized.

  

 

Dated: August 2, 2022